Common use of Ownership; Capitalization Clause in Contracts

Ownership; Capitalization. (a) Seller holds of record, owns beneficially, and has good and marketable title to the Purchased Company Interests, free and clear of all Liens but subject to the express terms and conditions set forth in the LLC Agreement. (b) As of the Agreement Date, Seller holds 24% of the issued and outstanding membership interests of the Company (represented by 186,632 units), and Seller does not hold any other such interests or units representing the same. Seller will transfer (or cause to be transferred) the Purchased Company Interests to Buyer at the Closing in exchange for the Purchase Consideration. The Purchased Company Interests constitute, and will at the Closing constitute, all of Seller’s and its permitted transferees’ membership interests and units in the Company, and neither Seller nor any of its permitted transferees will retain any membership interests and units in the Company after the Closing, other than in each case any Additional Interests acquired by Seller as a result of the AHR Non-Funding Exception. Other than the sale of the Purchased Company Interests to Buyer pursuant to this Agreement and as set forth in the LLC Agreement, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require Seller to sell the Purchased Company Interests. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the Purchased Company Interests. Except as set forth in the LLC Agreement, there are no contractual obligations of the Company to repurchase, redeem or otherwise acquire any Purchased Company Interests. Seller has not received any written notice of default alleging that it is in default under the LLC Agreement, and to the Knowledge of Seller, Seller has complied in all material respects with the terms, conditions and restrictions of the LLC Agreement. Section 3.5

Ownership; Capitalization. (a) No Encumbrances with Respect to Purchased Shares. Seller holds owns of recordrecord and beneficially all of the Purchased Shares, owns beneficiallyfree and clear of any Encumbrances, and has good and marketable valid title to the Purchased Company InterestsShares, free and clear of the Purchased Shares constitute all Liens but subject to the express terms and conditions set forth in the LLC Agreement. (b) As of the Agreement Date, Seller holds 24% of the issued and outstanding membership interests equity of the Company (represented by 186,632 units), and Seller does not hold any other such interests or units representing the same. Seller will transfer (or cause to be transferred) the Purchased Company Interests to Buyer at the Closing in exchange for the Purchase ConsiderationCompanies. The Purchased Company Interests constituteShares are duly authorized and, validly issued, and will at the Closing constitutewere issued in compliance with applicable laws, all of Seller’s rules and its permitted transferees’ membership interests and units in the Companyregulations, including applicable securities laws, and neither the Organizational Documents of the respective Purchased Companies. Neither the Seller nor any Purchased 16 (45) Company is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its permitted transferees will retain any membership interests and units in the Purchased Company after the Closingor any warrants, options or other than in each case rights to acquire any Additional Interests acquired by shares of any Purchased Company. Neither Seller as a result nor any other person (a) owns, beneficially or of the AHR Non-Funding Exception. Other than the sale record, any shares or other securities, or any rights to purchase any shares or other securities, of the Purchased Company Interests Companies other than the Purchased Shares described in Section 6.4 of the Disclosure Schedule and owned by Seller or (b) has any pre-emptive, conversion, subscription or other rights, warrants, options, arrangements or agreements to Buyer pursuant to issue or purchase, any equity securities of the Purchased Companies. Except for this Agreement and as set forth in the LLC Agreement, there are no outstanding pre-emptive, conversion, subscription or authorized optionsother rights, warrants, options or agreements to purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require Seller with respect to sell the Purchased Company InterestsShares. There are no voting trusts, proxies, or other agreements or understandings arrangements to which Seller is a party relating to the Business of any Purchased Company or to Seller’s rights and obligations as a shareholder of the Purchased Companies or the rights and obligations of its designees as directors or officers of the Purchased Companies. Seller does not own, directly or indirectly, on an individual or joint basis, any material interest in, any customer, competitor or supplier of the Purchased Companies. Seller does not have any outstanding power of attorney or proxy with respect to the ownership or voting of the Purchased Company InterestsShares. Except as set forth in the LLC Agreement, there are no contractual obligations None of Seller or any of the Company Purchased Companies has adopted or authorised any plan for the benefit of its respective officers, employees, consultants or directors which requires or permits the issuance, sale, purchase, or grant of any share capital or other securities or any securities convertible into, or exercisable or exchangeable for, or evidencing the right to repurchasesubscribe for any such shares or securities, redeem or otherwise acquire of any Purchased Company InterestsCompany. Seller has not received any written notice All dividends or other distributions of default alleging that it is in default under profits declared, made or paid since the LLC Agreement, and to the Knowledge date of Seller, Seller has complied in all material respects with the terms, conditions and restrictions incorporation of the LLC Agreement. Section 3.5Purchased Companies have been declared, made or paid in accordance with law and their respective Organizational Documents.

Ownership; Capitalization. (a) Seller holds As of recordthe Execution Date, owns beneficiallythe Company’s outstanding equity capitalization consist solely of 1,000,000 Class A Common Units issued and outstanding. Immediately following the Closing, after giving effect to the Issuance and except for any grants of equity to management and employees, the Company’s outstanding equity capitalization as of the Execution Date will consist solely of the Units set forth on Schedule 1 to the Second Amended and Restated LLC Agreement. Other than the foregoing, there are no equity securities or interests of the Company or any outstanding options, warrants, rights (including conversion or preemptive rights, rights of first refusal or Contracts to purchase or acquire any equity securities or interests of the Company), or any securities or interests convertible, exchangeable, or exercisable into equity securities or interests of the Company. The Company is not a party to any Contract or other legally binding obligation that requires the future purchase or redemption of any of its equity securities or interests. (b) All issued and outstanding Common Units (i) have been duly authorized and validly issued and (ii) were issued in conformity with all applicable Laws. The Initial Units, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly and validly issued and free of Liens other than Liens arising under the Second Amended and Restated LLC Agreement, this Agreement, applicable securities Laws and Liens created by or for the recipient thereof. Assuming the truth of the representations and warranties of Purchaser set forth in Article 2 and subject to any required filings described in Schedule 3.2, the Initial Units so issued will be issued in conformity with all applicable Laws. (c) Other than as may be set forth in the Governing Documents of each Group Company, or as set forth on Schedule 3.3(c), no authorized, issued, or outstanding equity interests in such Group Company are subject to, and has good no such equity interests were issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right, or any similar right under applicable Law, the Governing Documents of such Group Company or any Contract to which such Group Company is or was a party or by which the Company, or any asset or property of such Group Company, is or was otherwise bound. (d) Schedule 3.3(d) sets forth a complete and marketable title to correct list of each Subsidiary of the Purchased Company (each such entity, a “Company Subsidiary”) and its place and form of organization. Except as set forth on Schedule 3.3(d), the issued and outstanding equity interests (the “Subsidiary Interests”) of each Company Subsidiary are one hundred percent (100%) owned, directly or indirectly, by the Company, and the Company’s direct or indirect right, title, and interest in the Subsidiary Interests is free and clear of all Liens but subject to Liens, other than Permitted Liens. All of the express terms Subsidiary Interests have been duly authorized and conditions set forth validly issued, are fully paid and non-assessable, and were issued in the LLC Agreementconformity with all applicable Laws in all material respects. (be) As of the Agreement Date, Seller holds 24% of the issued and outstanding membership interests of the Company (represented by 186,632 units), and Seller does not hold any other such interests or units representing the same. Seller will transfer (or cause to be transferred) the Purchased Company Interests to Buyer at the Closing in exchange for the Purchase Consideration. The Purchased Company Interests constitute, and will at the Closing constitute, all of Seller’s and its permitted transferees’ membership interests and units in the Company, and neither Seller nor any of its permitted transferees will retain any membership interests and units in the Company after the Closing, other than in each case any Additional Interests acquired by Seller as a result of the AHR Non-Funding Exception. Other than the sale of the Purchased Company Interests to Buyer pursuant to this Agreement and as set forth in the LLC Agreement, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require Seller to sell the Purchased Company Interests. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the Purchased Company Interests. Except as set forth in the LLC Agreementon Schedule 3.3(e), there are no contractual obligations of the Company to repurchaseis not a participant in any joint venture, redeem partnership or otherwise acquire any Purchased Company Interests. Seller has not received any written notice of default alleging that it is in default under the LLC Agreement, and to the Knowledge of Seller, Seller has complied in all material respects with the terms, conditions and restrictions of the LLC Agreement. Section 3.5similar arrangement.

Ownership; Capitalization. Options (a) Seller holds The Company’s authorized share capital consists solely of recordan unlimited number of Common Shares (the “Common Shares”) and an unlimited number of Class A preferred shares (the “Preferred Shares”), owns beneficially, all without par value. 1,794,902 Common Shares are issued and has good outstanding and marketable title to the Purchased Company Interests, free and clear of all Liens but subject to the express terms and conditions set forth in the LLC Agreement. (b) As of the Agreement Date, Seller holds 24% 6,900,261 Preferred Shares are issued or outstanding. All of the issued and outstanding membership interests shares of the Company (represented are owned by 186,632 units), the Sellers and Seller does not hold any other such interests or units representing the same. Seller will transfer (or cause to be transferred) the Purchased Company Interests to Buyer at the Closing in exchange for the Purchase Consideration. The Purchased Company Interests constitute, and will at the Closing constitute, all of Seller’s and its permitted transferees’ membership interests and units in the Company, and neither Seller nor any of its permitted transferees will retain any membership interests and units in the Company after the Closing, other than in each case any Additional Interests acquired by Seller as a result of the AHR Non-Funding Exception. Other than the sale of the Purchased Company Interests to Buyer pursuant to this Agreement and as respective amounts set forth in the LLC Agreementon Exhibit A and have been duly authorized, there validly issued and are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require Seller to sell the Purchased Company Interests. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the Purchased Company Interestsfully paid and nonassessable. Except as set forth in the LLC Agreementthis Section 5.04, there are no shares or securities or other rights convertible or exchangeable into or exercisable for shares of the Company or such securities or other rights (which term, for purposes of this Agreement, will be deemed to include “phantom” stock or other commitments that provide any right to receive value or benefits similar to such shares, securities, profit participations or other rights). There are no irrevocable proxies or other contracts or understandings to which the Company or any Seller is a party or is bound with respect to the consent of any Shares or other equity interests of the Company. (b) All Shares are not subject to any pre-emptive rights. (c) There are no outstanding contractual obligations of the Company or any of its Subsidiaries to issue, sell, or otherwise transfer to any Person, or to repurchase, redeem or otherwise acquire from any Purchased Person, any shares or securities or other rights convertible or exchangeable into or exercisable for shares of the Company Interests. Seller or any Subsidiary of the Company. (d) Other than the issuance of Shares upon exercise of Stock Options, since January 1, 2007 and through the date of this Agreement, the Company has not received declared or paid any written notice dividend or distribution in respect of default alleging that it is in default under any of the LLC AgreementCompany’s securities, and neither the Company nor any Subsidiary has issued, sold, repurchased, redeemed or otherwise acquired any of the Company’s securities, and their respective boards of directors have not authorized any of the foregoing. (e) Each Employee Plan providing for the grant of Shares or of awards denominated in, or otherwise measured by reference to, shares of the Company or any Subsidiary of the Company (each, a “Company Stock Award Plan”) is set forth (and identified as a Company Stock Award Plan) in Section 5.04 (e) of the Disclosure Schedule. The Company has provided to Purchaser correct and complete copies of all Company Stock Award Plans and all forms of options and other stock-based awards (including award agreements) issued under such Company Stock Award Plans all of which have been terminated, without further obligation owing to the Knowledge of Sellerholders thereof, Seller has complied prior to the Closing Date in all material respects accordance with the terms, conditions and restrictions terms of the LLC Agreement. Section 3.5Company Stock Award Plan. (f) The Shares are not subject to any voting trust agreement or other contract, agreement, arrangement, commitment or understanding, including any such agreement, arrangement, commitment or understanding restricting or otherwise relating to the voting, dividend rates or disposition of the Shares.