Common use of Subsidiaries and Capitalization Clause in Contracts

Subsidiaries and Capitalization. (a) Set forth on Schedule 6.13(a) to the Disclosure Letter is a complete and accurate list as of the Closing Date of each Subsidiary of any Loan Party, together with (i) jurisdiction of organization or incorporation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by any Loan Party or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto. The outstanding Equity Interests of each Subsidiary of any Loan Party are validly issued, fully paid and non-assessable. (b) As of the Closing Date, except as described on Schedule 6.13(b) to the Disclosure Letter, there are no outstanding commitments or other obligations of the Borrower or any Subsidiary to issue, and no rights of any Person to acquire, any shares of any Equity Interests of the Borrower or any of its Subsidiaries. As of the Closing Date, except as set forth on Schedule 6.13(b) to the Disclosure Letter and as contained in the Warrants, there are no statutory or contractual preemptive rights, rights of first refusal, anti-dilution rights or any similar rights held by equity holders or option holders of the Borrower with respect to the issuance of the Warrants and all such rights have been effectively waived with regard to the issuance of the Warrants. As of the Closing Date, there are no agreements (voting or otherwise) among the Borrower’s equity holders with respect to any other aspect of the Borrower’s affairs, except as set forth on Schedule 6.13(b) to the Disclosure Letter.

Subsidiaries and Capitalization. (a) Set forth on Schedule 6.13(a) to the Disclosure Letter is a complete and accurate list as of the Closing Effective Date of each Subsidiary (including a designation of any Loan Partyeach Subsidiary that is an Excluded Subsidiary as of the Effective Date), together with (i) jurisdiction of organization or incorporationorganization, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by any Loan Party or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto. The outstanding Equity Interests of each Subsidiary of any Loan Party are validly issued, fully paid and non-assessable. (b) Set forth on Schedule 6.13(b) to the Disclosure Letter is a true and complete table showing the authorized and issued capitalization of the Borrower as of the Effective Date on a fully diluted basis. All issued and outstanding Equity Interests of the Borrower and each of its Subsidiaries are duly authorized and validly issued, fully paid, non-assessable and such Equity Interests were issued in compliance with all applicable Laws. All issued and outstanding Equity Interests of each Subsidiary are free and clear of all Liens. As of the Closing Effective Date, except as described on Schedule 6.13(b) to the Disclosure Letter, there are no outstanding commitments or other obligations of the Borrower any Loan Party or any Subsidiary to issue, and no rights of any Person to acquire, any shares of any Equity Interests of the Borrower any Loan Party or any of its their respective Subsidiaries. As of the Closing Date, except Except as set forth on Schedule 6.13(b) to the Disclosure Letter and as contained in the WarrantsLetter, there are no statutory or contractual preemptive rights, rights of first refusal, anti-dilution rights or any similar rights held by equity holders or option holders of the Borrower with respect to the issuance of the Warrants and all such rights have been effectively waived with regard to the issuance of the Warrantsany Loan Party. As of the Closing Date, there There are no agreements (voting or otherwise) among the Borrowerany Loan Party’s equity holders with respect to any other aspect of the Borrowersuch Loan Party’s affairs, except as set forth on Schedule 6.13(b) to the Disclosure Letter.

Subsidiaries and Capitalization. (a) Set forth on Schedule 6.13(a) to the Disclosure Letter is a complete and accurate list as of the Closing Date of each Subsidiary of any Loan Party, together with (i) jurisdiction of organization or incorporationformation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by any Loan Party or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto. The outstanding Equity Interests of each Subsidiary of any Loan Party are is validly issued, fully paid and non-assessable. (b) As of the Closing Date, except as described on Schedule 6.13(b) to the Disclosure Letter), there are no outstanding commitments or other obligations of the Borrower or any Subsidiary to issue, and no rights of any Person to acquire, any shares of any Equity Interests of the Borrower or any of its Subsidiaries. As of the Closing Date, except Except as set forth on Schedule 6.13(b) to the Disclosure Letter and as contained in the WarrantsWarrants and the Registration Rights Agreement, there are no statutory or contractual preemptive rights, rights of first refusal, anti-dilution rights or any similar rights held by equity holders or option holders of the Borrower with respect to the issuance of the Warrants and all such rights have been effectively waived with regard to the issuance of the Warrants. As of the Closing Date, there There are no agreements (voting or otherwise) among the Borrower’s equity holders with respect to any other aspect of the Borrower’s affairs, except as set forth on Schedule 6.13(b) to the Disclosure Letter).

Subsidiaries and Capitalization. (a) Set forth on Schedule 6.13(a) to the Disclosure Letter is a complete and accurate list as of the Closing Date of each Subsidiary of any Loan Party, together with (i) jurisdiction of organization or incorporationformation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by any Loan Party or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto. The outstanding Equity Interests of each Subsidiary of any Loan Party are validly issued, fully paid and non-assessable. (b) Set forth on Schedule 6.13(b) is a true and complete table showing the authorized and issued capitalization of the Borrower as of the Closing Date on a fully diluted basis together with the Redemption Maturity Date for each class of Equity Interests of the Borrower. As of the Closing Date, except as described on Schedule 6.13(b) to the Disclosure Letter), there are no outstanding commitments or other obligations of the Borrower or any Subsidiary to issue, and no rights of any Person to acquire, any shares of any Equity Interests of the Borrower or any of its Subsidiaries. As of the Closing Date, except Except as set forth on Schedule 6.13(b) to the Disclosure Letter and as contained in the Warrants, the Registration Rights Agreement and the Borrower’s Organization Documents, there are no statutory or contractual preemptive rights, rights of first refusal, anti-dilution rights or any similar rights held by equity holders or option holders of the Borrower with respect to the issuance of the Warrants and all such rights have been effectively waived with regard to the issuance of the Warrants. As of the Closing Date, there There are no agreements (voting or otherwise) among the Borrower’s equity holders with respect to any other aspect of the Borrower’s affairs, except as set forth on Schedule 6.13(b) to the Disclosure Letter).

Subsidiaries and Capitalization. (a) Set forth on Schedule 6.13(a) to the Disclosure Letter is a complete and accurate list as of the Closing Effective Date of each Subsidiary (including a designation of any Loan Partyeach Subsidiary that is an Excluded Subsidiary as of the Effective Date), together with (i) jurisdiction of organization or incorporationorganization, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by any Loan Party or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto. The outstanding Equity Interests of each Subsidiary of any Loan Party are validly issued, fully paid and non-assessable. . (b) Set forth on Schedule 6.13(b) to the Disclosure Letter is a true and complete table showing the authorized and issued capitalization of the Borrower as of the Effective Date on a fully diluted basis. All issued and outstanding Equity Interests of the Borrower and each of its Subsidiaries are duly authorized and validly issued, fully paid, non-assessable and such Equity Interests were issued in compliance with all applicable Laws. All issued and outstanding Equity Interests of each Subsidiary are free and clear of all Liens. As of the Closing Effective Date, except as described on Schedule 6.13(b) to the Disclosure Letter, there are no outstanding commitments or other obligations of the Borrower any Loan Party or any Subsidiary to issue, and no rights of any Person to acquire, any shares of any Equity Interests of the Borrower any Loan Party or any of its their respective Subsidiaries. As of the Closing Date, except Except as set forth on Schedule 6.13(b) to the Disclosure Letter and as contained in the WarrantsLetter, there are no statutory or contractual preemptive rights, rights of first refusal, anti-dilution rights or any similar rights held by equity holders or option holders of the Borrower with respect to the issuance of the Warrants and all such rights have been effectively waived with regard to the issuance of the Warrantsany Loan Party. As of the Closing Date, there There are no agreements (voting or otherwise) among the Borrowerany Loan Party’s equity holders with respect to any other aspect of the Borrowersuch Loan Party’s affairs, except as set forth on Schedule 6.13(b) to the Disclosure Letter.

Subsidiaries and Capitalization. (a) Set forth on Schedule 6.13(a) to the Disclosure Letter is a complete and accurate list as of the Closing Effective Date of each Subsidiary (including a designation of any (x) each Subsidiary that is not a Loan PartyParty as of the Effective Date and (y) each Subsidiary in existence as of the Effective Date where a pledge of such Subsidiary’s Equity Interests is prohibited by the terms of such Subsidiary’s Organization Documents as in effect on the Effective Date), together with (i) jurisdiction of organization or incorporationorganization, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by any Loan Party or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto. The outstanding Equity Interests of each Subsidiary of any Loan Party are validly issued, fully paid and non-assessable. (b) All issued and outstanding Equity Interests of the Parent and each of its Subsidiaries are duly authorized and validly issued, fully paid, non-assessable, and, solely with respect to the Equity Interests of Subsidiaries owned by the Parent or any of its Subsidiaries, free and clear of all Liens (other than Liens created under the Loan Documents) and such Equity Interests were issued in compliance in all material respects with all applicable Laws. As of the Closing Effective Date, except as described on Part A of Schedule 6.13(b) to and as contained in the Disclosure LetterWarrants, there are no outstanding commitments or other obligations of the Borrower any Loan Party or any Subsidiary to issue, and no rights of any Person to acquire, any shares of any Equity Interests of the Borrower any Loan Party or any of its their Subsidiaries. As of the Closing Date, except Except as set forth on Part B of Schedule 6.13(b) to the Disclosure Letter and as contained in the Warrants), there are no statutory or contractual (pursuant to a contract to which a Loan Party is a party) preemptive rights, rights of first refusal, anti-dilution rights or any similar rights held by equity holders or option holders of any Loan Party. To the Borrower with respect to the issuance knowledge of the Warrants and all such rights have been effectively waived with regard to the issuance Responsible Officers of the Warrants. As of the Closing DateLoan Parties, there are no agreements (voting or otherwise) among the Borrowerany Loan Party’s equity holders with respect to any other aspect of the Borrowersuch Loan Party’s affairs, except as set forth on Part C of Schedule 6.13(b) to ). Neither the Disclosure LetterParent nor any Subsidiary has outstanding any Disqualified Capital Stock.

Subsidiaries and Capitalization. (a) Set forth on Schedule 6.13(a) to the Disclosure Letter is a complete and accurate list as of the Closing Date of each Subsidiary of any Loan Note Party, together with (i) jurisdiction of organization or incorporationformation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by any Loan Note Party or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto. The outstanding Equity Interests of each Subsidiary of any Loan Note Party are validly issued, fully paid and non-assessable. (b) As of the Closing Date, except as described on Schedule 6.13(b) to the Disclosure Letter), there are no outstanding commitments or other obligations of the Borrower Issuer or any Subsidiary to issue, and no rights of any Person to acquire, any shares of or any Equity Interests of the Borrower Issuer or any of its Subsidiaries. As of the Closing Date, except Except as set forth on Schedule 6.13(b) to the Disclosure Letter and as contained in the Warrants, there are no statutory or contractual preemptive rights, rights of first refusal, anti-dilution rights or any similar rights held by equity holders or option holders of the Borrower Issuer with respect to the issuance of the Warrants and all such rights have been effectively waived with regard to the issuance of the Warrants. As of the Closing Date, to the best knowledge of the Issuer, there are no agreements (voting or otherwise) among the BorrowerIssuer’s equity holders with respect to any other aspect of the BorrowerIssuer’s affairs, except as set forth on Schedule 6.13(b) to the Disclosure Letter.

Subsidiaries and Capitalization. (a) Set forth on Schedule 6.13(a) to the Disclosure Letter is a complete and accurate list as of the Closing Effective Date of each Subsidiary of any Loan PartySubsidiary, together with (i) jurisdiction of organization or incorporationorganization, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by any Loan Party or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto. The outstanding Equity Interests of each Subsidiary of any Loan Party are validly issued, fully paid and non-assessable. (b) Set forth on Schedule 6.13(b) is a true and complete table showing the authorized and issued capitalization of the Borrower as of the Effective Date on a fully diluted basis. All issued and outstanding Equity Interests of the Borrower and each of its Subsidiaries are duly authorized and validly issued, fully paid, non-assessable, free and clear of all Liens and such Equity Interests were issued in compliance with all applicable Laws. As of the Closing Effective Date, except as described on Schedule 6.13(b) to the Disclosure Letter), there are no outstanding commitments or other obligations of the Borrower or any Subsidiary to issue, and no rights of any Person to acquire, any shares of any Equity Interests of the Borrower or any of its Subsidiaries. As of the Closing Date, except Except as set forth on Schedule 6.13(b) to the Disclosure Letter and as contained in the Warrants), there are no statutory or contractual preemptive rights, rights of first refusal, anti-dilution rights or any similar rights held by equity holders or option holders of the Borrower with respect to the issuance of the Warrants and all such rights have been effectively waived with regard to the issuance of the Warrantsany Loan Party. As of the Closing Date, there There are no agreements (voting or otherwise) among the Borrowerany Loan Party’s equity holders with respect to any other aspect of the Borrowersuch Loan Party’s affairs, except as set forth on Schedule 6.13(b) to ). Neither the Disclosure LetterBorrower nor any Subsidiary has outstanding any Disqualified Capital Stock.

Subsidiaries and Capitalization. (a) Set forth on Schedule 6.13(a) to the Disclosure Letter is a complete and accurate list as of the Closing Restatement Date of each Subsidiary of any Loan Party, together with (i) jurisdiction of organization or incorporationformation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by any Loan Party or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto. The outstanding Equity Interests of each Subsidiary of any Loan Party are validly issued, fully paid and non-assessable. (b) Set forth on Schedule 6.13(b) is a true and complete table showing the authorized and issued capitalization of the Borrower as of the Restatement Date on a fully diluted basis together with the Redemption Maturity Date for each class of Equity Interests of the Borrower. As of the Closing Restatement Date, except as described on Schedule 6.13(b) to the Disclosure Letter), there are no outstanding commitments or other obligations of the Borrower or any Subsidiary to issue, and no rights of any Person to acquire, any shares of any Equity Interests of the Borrower or any of its Subsidiaries. As of the Closing Date, except Except as set forth on Schedule 6.13(b) to the Disclosure Letter and as contained in the Warrants, the Registration Rights Agreement and the Borrower’s Organization Documents, there are no statutory or contractual preemptive rights, rights of first refusal, anti-dilution rights or any similar rights held by equity holders or option holders of the Borrower with respect to the issuance of the Warrants or the Restatement Date Common Stock and all such rights have been effectively waived with regard to the issuance of the WarrantsWarrants and the Restatement Date Common Stock. As of the Closing Date, there There are no agreements (voting or otherwise) among the Borrower’s equity holders with respect to any other aspect of the Borrower’s affairs, except as set forth on Schedule 6.13(b) to the Disclosure Letter).

Subsidiaries and Capitalization. (a) Set forth on Schedule 6.13(a) to the Disclosure Letter is a complete and accurate list as of the Closing Date of each Subsidiary of any Loan Party, together with (i) jurisdiction of organization or incorporationorganization, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by any Loan Party or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto. The outstanding Equity Interests of each Subsidiary of any Loan Party are is validly issued, fully paid and non-assessable. (b) Set forth on Schedule 6.13(b) is a true and complete table showing the authorized and issued capitalization of the Borrower as of the Closing Date on a fully diluted basis. All issued and outstanding Equity Interests of the Borrower and each of its Subsidiaries is duly authorized and validly issued, fully paid, non-assessable, free and clear of all Liens and such Equity Interests were issued in compliance with all applicable Laws. As of the Closing Date, except as described on Schedule 6.13(b) to the Disclosure Letter), there are no outstanding commitments or other obligations of the Borrower or any Subsidiary to issue, and no rights of any Person to acquire, any shares of any Equity Interests of the Borrower or any of its Subsidiaries. As of the Closing Date, except Except as set forth on Schedule 6.13(b) to the Disclosure Letter and as contained in the Warrants, there are no statutory or contractual preemptive rights, rights of first refusal, anti-dilution rights or any similar rights held by equity holders or option holders of the Borrower with respect to the issuance of the Warrants and all such rights have been effectively waived with regard to the issuance of the Warrants. As of the Closing Date, there There are no agreements (voting or otherwise) among the Borrower’s equity holders with respect to any other aspect of the Borrower’s affairs, except as set forth on Schedule 6.13(b) to the Disclosure Letter). The Borrower has no Equity Interests that are not Qualified Equity Interests or Permitted Preferred Stock.

Subsidiaries and Capitalization. (a) Set forth on Schedule 6.13(a) to the Disclosure Letter is a complete and accurate list as of the Closing Date of each Subsidiary of any Loan PartySubsidiary, together with (i) jurisdiction of organization or incorporationorganization, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by any Loan Party or any Subsidiary and Subsidiary, (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect theretothereto and (v) identification of each Subsidiary that is an Excluded Subsidiary and/or an Immaterial Foreign Subsidiary. The outstanding Equity Interests of each Subsidiary of any Loan Party are validly issued, fully paid and non-assessable. (b) As of the Closing Date, except as described on Schedule 6.13(b) to the Disclosure Letter, there are no outstanding commitments or other obligations of the Borrower or any Subsidiary to issue, and no rights of any Person to acquire, any shares of any Equity Interests of the Borrower or any of its Subsidiaries. As All issued and outstanding Equity Interests of the Closing DateBorrower and each of its Subsidiaries is duly authorized and validly issued, except fully paid and non-assessable and such Equity Interests were issued in compliance with all applicable Laws. Except as set forth on Schedule 6.13(b) to the Disclosure Letter and as contained in the Warrants, there are no statutory or contractual preemptive rights, rights of first refusal, anti-dilution rights or any similar rights held by equity holders or option holders of the Borrower with respect to the issuance of the Warrants and all such rights have been effectively waived with regard to the issuance of the Warrants. As To the knowledge of the Closing DateBorrower, there are no agreements (voting or otherwise) among the Borrower’s equity holders with respect to any other aspect of the Borrower’s affairs, except as set forth on Schedule 6.13(b) to the Disclosure Letter.