Common use of Ownership of Shares; Subsidiaries Clause in Contracts

Ownership of Shares; Subsidiaries. (a) The total authorized capital stock of Summus is as set forth in the Disclosure Memorandum. (b) All of the issued and outstanding Shares of Summus are owned of record and beneficially by the stockholders as set forth in the Disclosure Memorandum. (c) All of the outstanding Shares are duly authorized, validly issued, fully paid and nonassessable and were authorized, offered, issued and sold in accordance with all applicable securities and other Laws and all rights of Summus' shareholders and other Persons. No Person has any preemptive rights with respect to shares of Summus. Except as set forth in the Disclosure Memorandum, there are no outstanding securities convertible into the capital stock or rights to subscribe for or to purchase, or any options for the purchase of, or any agreements or arrangements providing for the issuance (contingent or otherwise) of, or any Actions relating to, the capital stock of Summus. Summus is not subject to any obligation to repurchase or otherwise acquire or retire any of its capital stock, and Summus has no Liability for dividends declared or accrued, but unpaid, with respect to its capital stock. Except as set forth on the Disclosure Memorandum, Summus has not purchased or redeemed any of its capital stock, and except as set forth in the Disclosure Memorandum has not paid any dividend or made any other payment to any of the Stockholders or other Related Parties within the past two years. (d) Summus does not own or have an interest, direct or indirect, or any commitment to purchase or otherwise acquire, any capital stock or other equity interest, direct or indirect, in any other Person, except as set forth in the Disclosure Memorandum. All such interests so set forth are owned of record and beneficially by Summus as set forth in the Disclosure Memorandum and are duly authorized, validly issued, fully paid and nonassessable, and, to the knowledge of Summus, were authorized, offered, issued and sold in accordance with all applicable securities and other Laws. (e) Each stockholder of Summus is the legal and beneficial owner of the Shares as set forth on the Disclosure Memorandum. Except as set forth in the Disclosure Memorandum, Summus is the owner of all investments disclosed under Paragraph 5.2(d), free and clear of any and all Liens. Except as set forth in the Disclosure Memorandum, there are no outstanding contracts, demands, commitments or other agreements or arrangements under which Summus is or may become obligated to sell, transfer or assign any of such investments.

Ownership of Shares; Subsidiaries. (a) The total authorized capital stock of Summus Company is as set forth in the Disclosure Memorandum. (b) All of the Shares and the issued and outstanding Shares shares of Summus capital stock of each Subsidiary ("Subsidiary Shares") are owned of record and beneficially held by the stockholders as set forth Persons listed in the Disclosure Memorandum, free and clear of any Liens (including, without limitation, free and clear of any adverse claims of any Persons). There are no outstanding contracts, demands, commitments, or other agreements or arrangements under which any holder of Shares or Subsidiary Shares is or may become obliged to sell, transfer, or assign any of the Shares or Subsidiary Shares. There are no Persons with any claims or rights to any Shares or Subsidiary Shares. (c) All of the outstanding Shares and Subsidiary Shares are duly authorized, validly issued, fully paid paid, and nonassessable and were authorized, offered, issued issued, and sold in accordance with all applicable securities and other Laws and all rights of Summus' shareholders and other Personspersons. No Person person has any preemptive rights or other rights to acquire, or adverse claims with respect to to, any unissued shares of Summuscapital stock of Company or any Subsidiary. Except as set forth in the Disclosure Memorandum, there There are no outstanding securities convertible into the capital stock or rights to subscribe for or to purchase, or any options for the purchase of, or any agreements or arrangements providing for the issuance (contingent or otherwise) of, or any Actions relating to, the capital stock of SummusCompany or any Subsidiary. Summus There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of Company or any Subsidiary. Neither the Company nor any Subsidiary is not subject to any obligation to repurchase or otherwise acquire or retire any of its capital stock, and Summus stock or has no Liability any liability for dividends declared or accrued, but unpaid, with respect to its capital stock. Except as set forth on the Disclosure Memorandum, Summus Company has not purchased or redeemed any of its capital stock, and except as set forth in the Disclosure Memorandum has not paid any dividend or made any other distribution or payment in respect of such stock to any of Person since the Stockholders or other Related Parties within the past two yearsReference Date. (d) Summus The Subsidiaries of the Company and the ownership thereof are listed in the Disclosure Memorandum. Each Subsidiary is, directly or indirectly, wholly owned by the Company. Except for the Subsidiaries set forth in the Disclosure Memorandum, Company does not not, directly or indirectly, own or have an and has no interest, direct or indirect, or any commitment to purchase or otherwise acquire, any capital stock or other equity interest, direct or indirect, in any other Person, except as set forth in the Disclosure Memorandum. All such interests so set forth are owned of record and beneficially by Summus as set forth in the Disclosure Memorandum and are duly authorized, validly issued, fully paid and nonassessable, and, to the knowledge of Summus, were authorized, offered, issued and sold in accordance with all applicable securities and other Laws. (e) Each stockholder of Summus is the legal and beneficial owner of the Shares as set forth on the Disclosure Memorandum. Except as set forth in the Disclosure Memorandum, Summus is the owner of all investments disclosed under Paragraph 5.2(d), free and clear of any and all Liens. Except as set forth in the Disclosure Memorandum, there are no outstanding contracts, demands, commitments or other agreements or arrangements under which Summus is or may become obligated to sell, transfer or assign any of such investments.

Ownership of Shares; Subsidiaries. (a) The total authorized capital stock of Summus the Company is as set forth in the Disclosure MemorandumSchedules. (b) All of the issued and outstanding Shares shares of Summus capital stock of the Company are owned of record and beneficially by the stockholders Sellers as set forth in the Disclosure MemorandumSchedules. (c) All of the issued and outstanding Shares shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable and were authorized, offered, issued and sold in accordance with all applicable securities and other Laws and all rights of Summus' the Company's shareholders and other Persons. No Person has any preemptive rights with respect to shares of Summuscapital stock of the Company. Except as set forth in the Disclosure Memorandum, there There are no outstanding securities convertible into the capital stock or rights to subscribe for or to purchase, or any options for the purchase of, or any agreements or arrangements providing for the issuance (contingent or otherwise) of, or any Actions relating to, the capital stock of Summusthe Company. Summus Except with respect to the right of first refusal of Thane, there are no voting trusts, proxies or other agreements or understandings with respect to the voting of the capital stock of the Company. The Company is not subject to any obligation to repurchase or otherwise acquire or retire any of its capital stock, and Summus the Company has no Liability for dividends declared or accrued, but unpaid, with respect to its capital stock. Except as set forth on the Disclosure Memorandum, Summus The Company has not purchased or redeemed any of its capital stock, and except as set forth in the Disclosure Memorandum Schedules has not paid any dividend or made any other payment to any of the Stockholders Sellers or other Related Parties within the past two yearsyear. (d) Summus The Company has no subsidiaries. The Company does not own or have an interest, direct or indirect, or any commitment to purchase or otherwise acquire, any capital stock or other equity interest, direct or indirect, in any other Person, except as set forth in the Disclosure MemorandumSchedules. All such interests so set forth are owned of record and beneficially by Summus the Company as set forth in the Disclosure Memorandum Schedules and are duly authorized, validly issued, fully paid and nonassessable, and, to the knowledge of Summus, and were authorized, offered, issued and sold in accordance with all applicable securities and other Laws. (e) Each stockholder of Summus Seller is the legal and beneficial owner of the Sellers Shares as set forth on the Disclosure Memorandum. Except as set forth in the Disclosure MemorandumSchedules, Summus free and clear of any and all Liens. The Sellers Shares held by the Estate were previously the separate property of John L. West (the "DECEDENT") and not subject to any claim under any Lxxx, xxxxxxxng the community property laws of the State of Nevada. The Company is the owner of all investments disclosed under Paragraph 5.2(dPARAGRAPH 6.2(D), free and clear of any and all Liens. Except as set forth in the Disclosure Memorandum, there There are no outstanding contracts, demands, commitments or other agreements or arrangements under which Summus any Seller or the Company is or may become obligated to sell, transfer or assign any of the Sellers Shares or such investments.

Ownership of Shares; Subsidiaries. (a) The total authorized capital stock of Summus the Company is as set forth in the Disclosure Memorandum. (b) All of the issued and outstanding Shares shares of Summus capital stock or other outstanding equity interests of any nature in each Subsidiary ("Subsidiary Interests") are owned of record and beneficially held by the stockholders Persons listed in the Disclosure Memorandum, free and clear of any Liens. There are no outstanding contracts, demands, commitments, or other agreements or arrangements under which any holder of Subsidiary Interests is or may become obliged to sell, transfer, or assign any Subsidiary Interests, except as set forth disclosed in the Disclosure Memorandum. There are no Persons with any claims or rights to any Subsidiary Interests, except as disclosed in the Disclosure Memorandum. (c) All of the outstanding Shares and Subsidiary Interests are duly authorized, authorized and validly issued, and, fully paid paid, and nonassessable and were authorized, offered, issued issued, and sold in accordance with all applicable securities and other Laws and all rights of Summus' shareholders stockholders and other Persons. No Person has any preemptive rights with respect or other rights to shares of Summusacquire any stock or other equity interest in the Company or in any Subsidiary, whether issued and outstanding or otherwise. Except as set forth in the Disclosure Memorandum, there are no outstanding securities convertible into the capital stock an equity interest or rights to subscribe for or to purchase, or any options options, warrants, or other rights for the purchase of, or any agreements or arrangements providing for the issuance (contingent or otherwise) of, or any Actions relating to, stock or other equity interest in the capital stock Company or any Subsidiary. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of Summusany interest in or exercise of any control rights with respect to the Company or any Subsidiary. Summus Neither the Company nor any Subsidiary is not subject to any obligation to repurchase or otherwise acquire or retire any of its capital stock, and Summus equity interest therein or has no Liability any liability for distributions or dividends declared or accrued, but unpaid, with respect to its capital stockequity interests. Except as set forth on the Disclosure Memorandum, Summus The Company has not purchased or redeemed any of its capital stock, paid any dividend, or made any other distribution or payment in respect of such stock to any Person since the Reference Date. (d) Each corporation, limited partnership, general partnership, joint venture, limited liability company, or other entity in which the Company holds directly or indirectly (including through one or more other entities or a chain of entities) any stock, limited partnership interest, general partnership interest, joint venture interest, or other equity interest or security or any investment is listed in the Disclosure Memorandum. The Disclosure Memorandum also lists all the equity owners of each such Subsidiary and the nature and amount of equity interest owned by each such owner. There are no equity interests in any Subsidiary except as those owned by the Company or another Subsidiary. Except for the Subsidiaries set forth in the Disclosure Memorandum has not paid any dividend Memorandum, the Company does not, directly or made any other payment to any of the Stockholders or other Related Parties within the past two years. (d) Summus does not indirectly, own or have an any interest, direct or indirect, or any commitment to purchase or otherwise acquire, any capital stock stock, partnership interest, or other security, or other equity interest, direct or indirect, in any other Person, except as set forth in the Disclosure Memorandum. All such interests so set forth are owned of record and beneficially by Summus as set forth in the Disclosure Memorandum and are duly authorized, validly issued, fully paid and nonassessable, and, to the knowledge of Summus, were authorized, offered, issued and sold in accordance with all applicable securities and other Laws. (e) Each stockholder of Summus is the legal and beneficial owner of the Shares as set forth on the Disclosure Memorandum. Except as set forth in the Disclosure Memorandum, Summus is the owner of all investments disclosed under Paragraph 5.2(d), free and clear of any and all Liens. Except as set forth in the Disclosure Memorandum, there are no outstanding contracts, demands, commitments or other agreements or arrangements under which Summus is or may become obligated to sell, transfer or assign any of such investments.

Ownership of Shares; Subsidiaries. (a) The Company has a total authorized share capital stock of Summus is as set forth in the Disclosure Memorandum. (b) All ; all of the issued and outstanding Shares of Summus are owned of record and beneficially by the stockholders Shareholders as set forth in the Disclosure Memorandum. (c) . All of the outstanding Shares are duly authorized, validly issued, fully paid and nonassessable and were authorized, offered, issued and sold in accordance with all applicable securities and other Laws and all rights of Summus' the Company's shareholders and other Persons. No Person has any The articles of incorporation of the Company have not provided and do not provide for preemptive rights with respect to shares in favor of Summusany person. Except as set forth in the Disclosure Memorandum, there There are no outstanding securities convertible into the share capital stock or rights to subscribe for or to purchase, or any options for the purchase of, or any agreements or arrangements providing for the issuance (contingent or otherwise) of, or any Actions relating to, the share capital stock of Summusthe Company. Summus There are no voting trusts, proxies or other agreements or understanding with respect to the voting of the share capital of the Company. The Company is not subject to any obligation to repurchase or otherwise acquire or retire any of its capital stockshare capital, and Summus the Company has no Liability liability for dividends declared or accrued, but unpaid, with respect to its capital stockshare capital. Except as set forth on the Disclosure Memorandum, Summus The Company has not purchased or redeemed any of its capital stock, and except as set forth in the Disclosure Memorandum has not paid any dividend or made any other payment to any of the Stockholders or other Related Parties within the past two yearsshare capital. (db) Summus The Company does not own or have an and has no interest, direct or indirect, or any commitment to purchase or otherwise acquire, any share capital stock or other equity interest, direct or indirect, in any other Person, except as set forth in the Disclosure Memorandum. All such interests so set forth are owned of record and beneficially by Summus as set forth in the Disclosure Memorandum Company and are duly authorized, validly issued, fully paid and nonassessable, and, to the knowledge of Summus, and were authorized, offered, issued and sold in accordance with all applicable securities and other Laws. (ec) Each stockholder of Summus is The Shareholders are the legal and beneficial owner owners of the Shares as set forth on Shares, and the Disclosure Memorandum. Except as set forth in the Disclosure Memorandum, Summus Company is the owner of all investments required to be disclosed under Paragraph 5.2(d5.2(b), free and clear of any and all LiensLiens of any kind whatsoever. Except as set forth in the Disclosure Memorandum, there There are no outstanding contracts, demands, commitments or other agreements or arrangements under which Summus is Shareholders or the Company are or may become obligated to sell, transfer or assign any of the Shares or such investments.

Ownership of Shares; Subsidiaries. (a) The Company has a total authorized share capital stock of Summus is as set forth in SECTION 3.5 of the Disclosure Memorandum. (b) All Schedule; all of the issued and outstanding Shares of Summus are owned of record and beneficially by the stockholders Shareholders as set forth in the Disclosure Memorandum. (c) therein. All of the outstanding Shares are duly authorized, validly issued, fully paid and nonassessable and were authorized, offered, issued and sold in accordance with all applicable securities and other Corporate Laws and all rights of Summus' shareholders the Shareholders and other Persons. No Person has any The articles of incorporation of the Company do not provide for preemptive rights with respect to shares in favor of Summusany person. Except as set forth in the Disclosure Memorandum, there There are no outstanding securities convertible into the share capital stock or rights to subscribe for or to purchase, or any options for the purchase of, or any agreements or arrangements providing for the issuance (contingent or otherwise) of, or any Actions actions relating to, the share capital stock of Summusthe Company. Summus There are no voting trusts, proxies or other agreements or understanding with respect to the voting of the share capital of the Company. The Company is not subject to any obligation to repurchase or otherwise acquire or retire any of its capital stockshare capital, and Summus the Company has no Liability liability for dividends declared or accrued, but unpaid, with respect to its capital stockshare capital. Except as set forth on the Disclosure Memorandum, Summus The Company has not purchased or redeemed any of its capital stock, and except as set forth in the Disclosure Memorandum has not paid any dividend or made any other payment to any of the Stockholders or other Related Parties within the past two years. (d) Summus share capital. The Company does not own or have an and has no interest, direct or indirect, or any commitment to purchase or otherwise acquire, any share capital stock or other equity interest, direct or indirect, in any other Person, except as set forth in SECTION 3.5 of the Disclosure Memorandum. All such interests so set forth are owned of record and beneficially by Summus as set forth in the Disclosure Memorandum Company and are duly authorized, validly issued, fully paid and nonassessable, and, to the knowledge of Summus, and were authorized, offered, issued and sold in accordance with all applicable securities and other Corporate Laws. (e) Each stockholder of Summus is . The Shareholders are the legal and beneficial owner owners of the Shares as set forth on Shares, and the Disclosure Memorandum. Except as set forth in the Disclosure Memorandum, Summus Company is the owner of all investments required to be disclosed under Paragraph 5.2(d)hereunder, free and clear of any and all LiensLiens of any kind whatsoever. Except as set forth in the Disclosure Memorandum, there There are no outstanding contracts, demands, commitments or other agreements or arrangements under which Summus is Shareholders or the Company are or may become obligated to sell, transfer or assign any of the Shares or such investments.