Common use of Title to Shares; Capitalization Clause in Contracts

Title to Shares; Capitalization. (a) All of the Shares are owned of record and beneficially by Parent, and Parent has good and valid title to the Shares, free and clear of any Encumbrance, other than restrictions on transfer under applicable securities laws. (b) The capitalization of each of the Acquired Companies is set forth in Schedule 2.2(b). All of the issued and outstanding shares of capital stock or other equity securities of each Acquired Company are duly authorized, validly issued, fully paid and nonassessable, as applicable. All of the issued and outstanding shares of capital stock or other equity securities of each Business Subsidiary are owned of record and beneficially by an Acquired Company, and an Acquired Company has good and valid title to such shares of capital stock or other equity securities, free and clear of any Encumbrance, other than restrictions on transfer under applicable securities laws. There are no outstanding or authorized options, warrants, preemptive rights, rights of first refusal, anti-dilution protections, liquidation or other preferences, rights, agreements or commitments to which Parent or any Acquired Company is a party or which are binding upon Parent or any Acquired Company providing for the issuance, disposition or acquisition of any shares of capital stock or other equity securities of any Acquired Company. There are no outstanding or authorized stock appreciation, phantom stock or similar rights (i) providing for the issuance, disposition or acquisition of any shares of capital stock or other equity interests of any Acquired Company or (ii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of shares of capital stock or other equity securities of any Acquired Company. There are no agreements, voting trusts or proxies with respect to the voting, or registration under the Securities Act of 1933 or under securities laws of the Netherlands of any shares of capital stock or other equity securities of any Acquired Company.

Title to Shares; Capitalization. (ai) All of the Shares are owned of record and beneficially by ParentEach Seller has good, and Parent has good legal and valid title to their portion of the SharesSellers Equity, is the beneficial owner of their portion of the Sellers Equity, and has the full right to transfer their portion of the Sellers Equity. The Sellers Equity is owned by the Sellers free and clear of any Encumbrancelien, pledge, security interest, charge, hypothecation, security agreement, security arrangement or encumbrance or other than restrictions on transfer under applicable securities laws. adverse claim against title of any kind (bcollectively, “Liens”) The capitalization of each and the sale of the Acquired Companies is set forth Sellers Equity will not result in Schedule 2.2(b)the creation of any Lien. All No Seller has previously sold, conveyed, transferred, assigned, participated, pledged or otherwise encumbered any of the issued and outstanding shares of capital stock Sellers Equity in whole or other equity securities of each Acquired Company are duly authorized, validly issued, fully paid and nonassessable, as applicablein part. All Upon delivery of the issued and outstanding shares of capital stock or other equity securities of Sellers Equity to Buyer on the Closing Date, against payment therefor as contemplated hereby, each Business Subsidiary are owned of record and beneficially by an Acquired CompanySeller will transfer to Buyer good, and an Acquired Company has good legal and valid title to such shares their portion of capital stock or other equity securities, the Sellers Equity free and clear of any Encumbrance, other than restrictions on transfer under applicable securities lawsand all Liens. There are no outstanding or authorized options, warrants, preemptive rights, rights The Seller Held Debt (as defined below) represents all indebtedness held by any Seller in the Company and each subsidiary of first refusal, anti-dilution protections, liquidation or other preferences, rights, agreements or commitments to which Parent the Company or any Acquired other Person in which the Company is a party holds any type of ownership or which are binding upon Parent or any Acquired Company providing for the issuance, disposition or acquisition of any shares of capital stock or other equity securities of any Acquired Company. There are no outstanding or authorized stock appreciation, phantom stock or similar rights (i) providing for the issuance, disposition or acquisition of any shares of capital stock or other equity interests (each, a “Company Subsidiary” and the Company Subsidiaries together with the Company, the “Company Parties”) and the amount of any Acquired Company or the Seller Held Debt is the Cultivation Purchase Price. (ii) that give any person The number of Shares, Warrants and the right to receive any benefits or rights similar to any rights enjoyed warrant shares represented by or accruing to such Warrants held by each Seller are as set forth in Schedule 2(c)(ii)(1) attached hereto. The Sellers Equity constitutes the holders of shares of capital stock or other equity securities entirety of any Acquired equity interests the Sellers, and any affiliates of any Seller, have in the Company. There are no agreements, voting trusts or proxies with respect to the voting, or registration under the Securities Act of 1933 or under securities laws The allocation of the Netherlands Purchase Price as amongst the Sellers is agreed to and, at each time any amount of the Purchase Price is paid or issued, it shall be agreed to by each Seller, and, for any shares Seller which is not a natural person, by the Persons holding any equity interest in such Seller. The fully diluted capitalization of capital stock or other equity securities of any Acquired Companythe Company is as set forth on Schedule 2(c)(ii)(2).

Title to Shares; Capitalization. (a) All The Seller is the lawful record and beneficial owner of the Shares and has good, valid and marketable title to the Shares free and clear of any Liens (other than restrictions that may be imposed by applicable securities Legal Requirements). There are owned no Contracts that could require the Seller to sell, transfer or otherwise dispose of record any of the Shares. The Seller has the exclusive right, power and beneficially by Parentauthority to sell the Shares, and Parent has the Seller is not a party to nor bound by, and the Shares are not subject to, any Contract affecting or relating to the Shares. Upon delivery to the Purchaser at the Closing of certificates representing the Shares, duly endorsed by the Seller for transfer, and upon the Seller’s receipt of the Seller Amount, good and valid title to the Shares will pass to the Purchaser, and the Purchaser will be the direct and sole owner, beneficially and of record of 100% of the Shares, free and clear of any Encumbrance, Liens (other than restrictions on transfer under that may be imposed by applicable securities lawsLegal Requirements). (b) The capitalization Company has (i) 15,000 shares of each common stock, with par value of the Acquired Companies $0.001 per share, authorized, one (1) of which is set forth in Schedule 2.2(b). All of the issued and outstanding and held by the Seller, and (ii) 5,000 shares of capital stock or other equity securities preferred stock, with par value of each Acquired Company are duly $0.001 per share, authorized, 3,899 of which are issued and outstanding (the “Preferred Shares”) and held by Seller. The Shares have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable, as applicable. All have been issued in compliance with all Legal Requirements and the Organizational Documents of the Company and none of such Shares have been issued and in violation of any preemptive rights. The Company has not granted any outstanding shares of capital stock options, warrants, rights or other equity securities of each Business Subsidiary are owned of record and beneficially by an Acquired Companyconvertible into, or exchangeable or exercisable for, its Shares, and an Acquired there are no (i) Contracts which obligate the Company has good and valid title to such shares purchase, redeem or otherwise acquire any of capital stock its outstanding Shares; (ii) share appreciation rights, phantom equity or similar plans with respect to the Company; or (iii) voting trusts, proxies, or similar Contracts to which the Company is a party with respect to the Equity Interests of the Company. No bonds, debentures, notes or other equity securitiesinstruments or evidence of indebtedness having the right to vote (or convertible into, free and clear or exercisable or exchangeable for, securities having the right to vote) on any matters on which the Company’s holders of any Encumbrance, other than restrictions on transfer under applicable securities lawsShares may vote are issued or outstanding. There are no outstanding or authorized options, warrants, preemptive rights, rights of first refusal, anti-dilution protections, liquidation or other preferences, rights, agreements or commitments to which Parent or any Acquired Company is a party or which are binding upon Parent or any Acquired Company providing for the issuance, disposition or acquisition of any shares of capital stock or other equity securities of any Acquired Company. There are no outstanding or authorized stock appreciation, phantom stock or similar rights (i) providing for to purchase or otherwise acquire any Equity Interests in the issuanceCompany from the Company and, disposition or acquisition of any shares of capital stock or other equity interests of any Acquired than as contemplated hereby, the Company or (ii) that give any person the right to receive any benefits or rights similar is not a party to any rights enjoyed by or accruing to the holders of shares of capital stock or other equity securities of any Acquired Company. There are no agreements, voting trusts or proxies Contract with respect to the voting, sale or registration under the Securities Act of 1933 or under securities laws of the Netherlands voting of any shares of capital stock its Equity Interests (whether outstanding or other equity securities issuable upon conversion or exercise of any Acquired Companyoutstanding securities).

Title to Shares; Capitalization. (a) All The nominal share capital of the Company amounts to € 65,250 and is divided into the Shares are owned of record and beneficially the Treasury Share. The Shares sold by Parent, and Parent has good and valid title to the Shares, free and clear of any Encumbrance, other than restrictions on transfer under applicable securities laws. each Seller (bi) The capitalization of each of the Acquired Companies is set forth in Schedule 2.2(b). All of the issued and outstanding shares of capital stock or other equity securities of each Acquired Company are duly authorized, validly issued, fully paid and nonassessablenonassessable and (ii) are free of preemptive rights. All contributions to the share capital (Aufbringung des Stammkapitals) have been duly made and no repayment (directly or indirectly) of the registered share capital (Stammkapital) has been made. Each Seller is the owner of the Shares set forth opposite such Seller’s name on Exhibit A and sold by it, free and clear of any and all Liens. The Shares and the Treasury Share constitute all of the issued securities and capital stock of the Company. (b) Schedule 3.4 sets forth for each Subsidiary, where applicable, the classes and amounts of its authorized capital stock or other equity interests, the amount of its issued or outstanding capital stock or other equity interests and the record and beneficial owners of its issued capital stock or other equity interests. Except as applicableset forth in Schedule 3.4, there are no equity interests of any Subsidiary issued, reserved for issuance or outstanding. All of the issued equity interests of the Subsidiaries have been duly authorized and outstanding validly issued in accordance with applicable Law and are fully paid or credited as fully paid and non-assessable. (c) Except as set forth in Schedule 3.4 or as otherwise disclosed in this Agreement, there are no shares of capital stock or other equity security (whether or not such security has voting rights) of the Company or any Subsidiary issued or outstanding or any subscriptions, options, warrants, calls, rights, convertible securities or other agreements or commitments of each Business Subsidiary are owned of record and beneficially by an Acquired Companyany character obligating any Seller, and an Acquired the Company has good and valid title or any Subsidiary, or obligating any Seller to such cause the Company or any Subsidiary, to issue, transfer or sell, or cause the issuance, transfer or sale of, any shares of capital stock or other equity securitiessecurity (whether or not such security have voting rights) of the Company or any Subsidiary. Except as set forth in Schedule 3.4, free and clear of any Encumbrance, other than restrictions on transfer under applicable securities laws. There there are no outstanding or authorized optionscontractual obligations of any Seller, warrants, preemptive rights, rights of first refusal, anti-dilution protections, liquidation or other preferences, rights, agreements or commitments to which Parent the Company or any Acquired Company is a party or which are binding upon Parent or any Acquired Company providing for Subsidiary that relate to the purchase, sale, issuance, disposition repurchase, redemption, acquisition, transfer, disposition, holding or acquisition voting of any shares of capital stock or other equity securities security of any Acquired Company. There are no outstanding or authorized stock appreciation, phantom stock or similar rights (i) providing for the issuance, disposition or acquisition of any shares of capital stock or other equity interests of any Acquired Company or any Subsidiary. All share premiums have been duly made by Sellers (ii) that give Aufgelder und sonstige Zuzahlungen). Except for Sellers’ rights as holders of Shares, except for employee benefit plans or bonus arrangements disclosed pursuant to Section 3.16 and except pursuant to agency agreements, distribution agreements and advertising agreements disclosed in the Schedules hereto, no Person has any person the right to participate in, or receive any benefits payment based on any amount relating to, the revenue, income, value or rights similar to net worth of the Company or the Subsidiaries or any rights enjoyed by component or accruing to the holders of shares of capital stock or other equity securities of any Acquired Company. There are no agreements, voting trusts or proxies with respect to the votingportion thereof, or registration under the Securities Act of 1933 any increase or under securities laws decrease in any of the Netherlands foregoing; in particular, no silent partnership agreements exist. (d) The execution of any shares this Agreement by Sellers and Purchaser, due payment of capital stock or other equity securities the Closing Payment in accordance with Section 2.2 and deposit of any Acquired Companythe Holdback Amount into escrow in accordance with Section 2.3 will be sufficient to transfer to Purchaser good and marketable title in all of the Shares, free and clear of all Liens. Each Seller has full power and authority to convey good and marketable title to all of the Shares, and Purchaser will receive good and marketable title to such Shares, free and clear of all Liens.

Title to Shares; Capitalization. (a) All Each Seller is the lawful record and beneficial owners of the Shares are owned set forth opposite such Seller’s name on Section 6.2(a) of record the Disclosure Memorandum and beneficially by Parenthas good, valid, and Parent marketable title to such Shares free and clear of any Liens (other than restrictions that may be imposed by applicable securities Legal Requirements). There are no Contracts that could require any Seller to sell, transfer, or otherwise dispose of any of the Shares held by such Seller. Each Seller has the exclusive right, power, and authority to sell the Shares held by such Seller, and each Seller is not a party to nor bound by, and such Seller’s Shares are not subject to, any Contract affecting or relating to such Shares. Upon delivery to the Purchaser at the Closing of certificates representing the Shares held by each Seller, duly endorsed by such Seller for transfer, and upon each Seller’s receipt of its respective portion of the Closing Purchase Price, good and valid title to the Shares will pass to the Purchaser, and the Purchaser will be the direct and sole owner, beneficially and of record of one hundred percent (100%) of the Shares, free and clear of any Encumbrance, Liens (other than restrictions on transfer under that may be imposed by applicable securities lawsLegal Requirements). (b) The capitalization Company has 200,000 shares of each Class A Common Stock, $0.01 par value per share, authorized, 100,000 of the Acquired Companies is set forth in Schedule 2.2(b). All of the which are issued and outstanding and held by the Sellers in the amounts set forth on Section 6.2(a) of the Disclosure Memorandum, and 1,800,000 shares of capital stock or other equity securities of each Acquired Company are duly Class B Common Stock, $0.01 par value per share, authorized, 900,000 of which are issued and outstanding and held by the Sellers in the amounts set forth on Section 6.2(a) of the Disclosure Memorandum. The Shares have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable, as applicable. All have been issued in compliance with all Legal Requirements and the Organizational Documents of the Company and none of such Shares have been issued and outstanding shares in violation of capital stock any preemptive rights. No bonds, debentures, notes, or other equity instruments or evidence of indebtedness having the right to vote (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matters on which the Company’s holders of each Business Subsidiary Shares may vote are owned of record and beneficially by an Acquired Company, and an Acquired Company has good and valid title to such shares of capital stock issued or other equity securities, free and clear of any Encumbrance, other than restrictions on transfer under applicable securities lawsoutstanding. There are no outstanding or authorized options, warrants, preemptive rights, rights of first refusal, anti-dilution protections, liquidation or other preferences, rights, agreements or commitments to which Parent or any Acquired Company is a party or which are binding upon Parent or any Acquired Company providing for the issuance, disposition or acquisition of any shares of capital stock or other equity securities of any Acquired Company. There are no outstanding or authorized stock appreciation, phantom stock or similar rights to purchase or otherwise acquire any Equity Interests in the Company from the Company and, other than as contemplated hereby, the Company is not a party to any Contract with respect to the sale or voting of any of its Equity Interests (whether outstanding or issuable upon conversion or exercise of outstanding securities). (c) The Company Stock Plan is the only equity-based plan or program providing for equity compensation of any Person in respect of the Equity Interests of the Company, and except for the Company Stock Plan, the Company does not maintain any stock option plan or other plan, agreement or arrangement providing for equity compensation of any Person. The Company has reserved an aggregate of 175,000 shares of Class B Common Stock for issuance pursuant to the Company Stock Plan (including shares subject to outstanding Company Options). A total of 22,500 shares of Class B Common Stock are subject to outstanding Company Options, of which zero (0) are In-the-money Company Options, and of which 22,500 are not In-the-money Company Options (all of which are vested and exercisable). All Company Options shall terminate upon the Closing for no consideration, and neither the Company nor Purchaser nor any of their respective Affiliates shall have any liability or obligation relating to such Company Options on and after the Closing Date. The Company has not issued any awards under the Company Stock Plan other than Company Options. Section 6.2(c) of the Disclosure Memorandum sets forth for each Company Option: (i) providing for the issuancename of the holder thereof, disposition or acquisition of any shares of capital stock or other equity interests of any Acquired Company or (ii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to exercise price per share, (iii) the holders number of shares of capital Company Common Stock subject to such Company Option, (iv) the date of grant and vesting schedule (if applicable), (v) the extent such Company Option is vested, (vi) whether such Company Option is an incentive stock option or non-statutory stock option under the Code, and (vii) whether the vesting of such Company Option is to be accelerated in any manner by any of the transactions contemplated by this Agreement or upon any other equity securities event or condition and the extent of acceleration, if any Acquired Company(assuming for these purposes that the holder thereof does not waive any rights to acceleration). There Complete and correct copies of the Company Stock Plan, the standard agreements under the Company Stock Plan and each agreement for currently outstanding awards under the Company Stock Plan that does not conform to the standard agreements under the Company Stock Plan have been made available to the Purchaser, and there are no agreements, voting trusts understandings or proxies with respect commitments to amend, modify or supplement the votingCompany Stock Plan or any such agreements. Except as set forth on Section 6.2(c) of the Disclosure Memorandum, no Company Options are subject to any right of rescission, right of first refusal or registration preemptive right and all Company Options have been issued under the Securities Act Company Stock Plan in compliance in all material respects with Law and the requirements set forth in applicable Contracts. All Company Options and shares of 1933 or under securities laws Class B Common Stock issued upon exercise thereof have been granted and issued, and all exercises of Company Options have been made, in accordance with the terms of the Netherlands Company Stock Plan and in compliance in all material respects with applicable Law and the applicable Contracts. No Company Option has been granted with an exercise price less than the fair market value of any shares a share of capital stock or other equity securities Company Common Stock on the date on which the grant of any Acquired Companysuch Company Option was by its terms to be effective.

Title to Shares; Capitalization. (a) All The authorized and outstanding equity interests of each of the Company and the Subsidiary are each as set forth in Schedule 3.04. The Company Shares are owned represent all of record the issued and beneficially by Parentoutstanding equity interests of the Company and, and Parent has good and valid title prior to the SharesClosing, the Seller is the only owner of the Company. The Company Shares and the shares of the Subsidiary each were duly and validly issued and are fully paid and non-assessable. The Seller owns all of the issued and outstanding equity interests of the Company, free and clear of any Encumbrance, other than restrictions on transfer under applicable securities laws. (b) all Encumbrances. The capitalization of each of the Acquired Companies is set forth in Schedule 2.2(b). All Company solely owns all of the issued and outstanding shares of capital stock or other equity securities of each Acquired Company are duly authorized, validly issued, fully paid and nonassessable, as applicable. All interests of the issued and outstanding shares of capital stock or other equity securities of each Business Subsidiary are owned of record and beneficially by an Acquired Company, and an Acquired Company has good and valid title to such shares of capital stock or other equity securitiesSubsidiary, free and clear of all Encumbrances. Except as set forth in Schedule 3.04, there are no outstanding, issued or authorized obligations, options, warrants, convertible securities, stock appreciation rights, profit interests, capital stock or other rights, agreements, arrangements or commitments of any Encumbrancekind relating to the equity interests of the Company or the Subsidiary or obligating the Company or the Subsidiary to issue or sell any equity interests, shares of capital stock of, or any other than restrictions on transfer under applicable securities lawsinterest in, the Company or the Subsidiary. There are no outstanding contractual obligations of the Company or authorized optionsthe Subsidiary to repurchase, warrantsredeem or otherwise acquire any equity interests of the Company or the Subsidiary or to provide funds to, preemptive rightsor make any investment in, rights of first refusal, anti-dilution protections, liquidation or any other preferences, rights, agreements or commitments to which Parent or any Acquired Company is a party or which are binding upon Parent or any Acquired Company providing for the issuance, disposition or acquisition of any shares of capital stock or other equity securities of any Acquired CompanyPerson. There are no outstanding agreements or authorized stock appreciation, phantom stock or similar rights (i) providing for the issuance, disposition or acquisition of any shares of capital stock or other equity interests of any Acquired Company or (ii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of shares of capital stock or other equity securities of any Acquired Company. There are no agreements, voting trusts or proxies understandings in effect with respect to the votingvoting or transfer of any of the equity interests of the Company or the Subsidiary. Notwithstanding the foregoing, the Company does not make any representations with respect to the subject matter of this paragraph to the extent that the subject matter of this paragraph relates to any facts, circumstances, activities, or registration under matters that occurred or existed prior to the Securities Act of 1933 or under securities laws of the Netherlands of any shares of capital stock or other equity securities of any Acquired CompanyLookback Date and are not now known by Seller.