Common use of Buyer Capitalization Clause in Contracts

Buyer Capitalization. (a) The authorized capital stock of Buyer consists solely of 110,000,000 shares of Delek Stock, of which 54,436,592 shares were issued and outstanding as of the Business Day immediately preceding the Execution Date, and 10,000,000 shares of preferred stock, par value $0.01 per share, of which no shares are issued and outstanding as of the Execution Date. All outstanding shares of Delek Stock have been duly authorized and validly issued in accordance with Law, are fully paid and nonassessable and were issued in accordance with the registration or qualification provisions of the Securities Act and any relevant state securities Laws, or pursuant to valid exemptions therefrom. Except as disclosed in the Buyer SEC Documents, as of the Execution Date and as of the Closing Date: (i) there are no Share Equivalents applicable to any capital stock or other equity interests of Buyer or any of its Subsidiaries, including any Share Equivalents obligating Buyer or its Subsidiaries (A) to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of Buyer or the capital stock or other equity interests of any of its Subsidiaries or any securities or obligations convertible into or exchangeable for any such shares, or (B) to grant, extend or enter into any such Share Equivalents; (ii) there are no Contracts with respect to (or which affect) the voting, giving of written consents with respect to the voting, transfer, conversion, issuance, or registration, of the Delek Stock or the capital stock or other equity interests of any of its Subsidiaries; and (iii) there are no outstanding obligations of Buyer or any of its Subsidiaries to redeem, repurchase, or otherwise acquire any of the Delek Stock or the capital stock or other equity interests of any of its Subsidiaries. No stock plan, stock purchase, stock option or other agreement or understanding between Buyer or its Subsidiaries and any holder of the capital stock of Buyer or the capital stock or other equity interests of any of its Subsidiaries, or rights exercisable or convertible therefor, provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding, including adjustments to or resets of the exercise price of any outstanding security of Buyer or any of its Subsidiaries, as a result of the consummation of the Contemplated Transactions. (b) Except as set forth in Section 5.7 of the Buyer Disclosure Schedules or as disclosed in the Buyer SEC Documents, Buyer does not have any outstanding (i) securities convertible into, exchangeable or exercisable for, or carrying the right to acquire any capital stock or other equity securities of Buyer nor (ii) options, warrants, subscriptions, rights, calls, agreements, demands or other arrangements or commitments of any character obligating Buyer to issue any capital stock or equity securities or any interest therein. (c) The issuance of the Delek Shares pursuant to Section 3.2(a) has been duly authorized by Buyer and, when issued and delivered to Seller in accordance with the terms of this Agreement, the Delek Shares will be validly issued, fully paid and nonassessable, free of any and all Liens and restrictions on transfer, other than (i) Permitted Equity Liens and (ii) Liens arising under this Agreement or the Related Agreements, and, assuming the accuracy of Seller’s representations and warranties set forth in Section 4.14, issued in compliance with all applicable federal and state securities Laws. Except for those rights set forth in the Registration Rights Agreement, none of the Delek Shares issued pursuant to this Agreement will, upon issuance, be subject to any preemptive rights, rights of first refusal, or other rights to purchase the Delek Shares (whether in favor of Buyer or any other Person) pursuant to any Contract of Buyer.

Buyer Capitalization. (a) The Buyer has an unlimited number of authorized capital stock of Buyer consists solely of 110,000,000 shares of Delek StockCommon Shares, of which 54,436,592 a number of shares were as set forth in the Buyer Regulatory Filings are issued and outstanding as of the Business Day immediately preceding the Execution Date, and 10,000,000 shares outstanding; (ii) an unlimited number of preferred stock, par value $0.01 per shareshares, of which no shares are issued and outstanding or outstanding; (iii) other than as of the Execution Date. All outstanding shares of Delek Stock have been duly authorized and validly issued in accordance with Law, are fully paid and nonassessable and were issued in accordance with the registration or qualification provisions of the Securities Act and any relevant state securities Laws, or pursuant to valid exemptions therefrom. Except as disclosed set forth in the Buyer SEC DocumentsRegulatory Filings, no issued and outstanding warrants to purchase Common Shares and no issued and outstanding options to purchase Common Shares (all such items, collectively, the “Buyer Securities”). (b) Other than as of set forth in the Execution Date and as of the Closing Date: (i) Buyer Regulatory Filings, there are no Share Equivalents applicable to any capital stock outstanding instruments, whether promissory notes or other equity interests of Buyer or any of its Subsidiaries, including any Share Equivalents obligating Buyer or its Subsidiaries (A) to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of Buyer or the capital stock or other equity interests of any of its Subsidiaries or any securities or obligations otherwise which are convertible into or exchangeable for any such sharesBuyer Securities. (c) Other than as set forth in the Buyer Regulatory Filings, or (B) there are no obligations of the Buyer to grant, extend or enter into any such Share Equivalents; (ii) there are no Contracts with respect to (subscription, warrant, right, convertible or which affect) the voting, giving of written consents with respect to the voting, transfer, conversion, issuance, or registration, of the Delek Stock or the capital stock exchangeable security or other equity interests of similar agreement or commitment relating to any of its Subsidiaries; Buyer Securities and (iii) there are no outstanding other obligations of by the Buyer or any of its the Buyer Subsidiaries to redeem, make any payments based on the price or value of any Buyer Securities. Neither the Buyer nor any of the Buyer Subsidiaries is a party to any Contract which obligates the Buyer or any Buyer Subsidiary to repurchase, redeem or otherwise acquire any of the Delek Stock or the capital stock or other equity interests of any of its Subsidiaries. No stock plan, stock purchase, stock option or other agreement or understanding between Buyer or its Subsidiaries and any holder of the capital stock of Buyer or the capital stock or other equity interests of any of its Subsidiaries, or rights exercisable or convertible therefor, provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding, including adjustments to or resets of the exercise price of any outstanding security of Buyer or any of its Subsidiaries, as a result of the consummation of the Contemplated TransactionsSecurities. (bd) Except as set forth in Section 5.7 of Neither the Buyer Disclosure Schedules or as disclosed in nor any Buyer Subsidiary is a party to any Contract relating to the Buyer SEC Documentsvoting of, Buyer does not have any outstanding (i) securities convertible into, exchangeable or exercisable forrequiring registration of, or carrying the right to acquire any capital stock or other equity securities of Buyer nor (ii) options, warrants, subscriptions, rights, calls, agreements, demands or other arrangements or commitments of any character obligating Buyer to issue any capital stock or equity securities or any interest therein. (c) The issuance of the Delek Shares pursuant to Section 3.2(a) has been duly authorized by Buyer and, when issued and delivered to Seller in accordance with the terms of this Agreement, the Delek Shares will be validly issued, fully paid and nonassessable, free of any and all Liens and restrictions on transfer, other than (i) Permitted Equity Liens and (ii) Liens arising under this Agreement or the Related Agreements, and, assuming the accuracy of Seller’s representations and warranties set forth in Section 4.14, issued in compliance with all applicable federal and state securities Laws. Except for those rights set forth in the Registration Rights Agreement, none of the Delek Shares issued pursuant to this Agreement will, upon issuance, be subject to granting any preemptive rights, anti-dilutive rights or rights of first refusal, refusal or other similar rights with respect to purchase any securities of the Delek Shares (whether in favor of Buyer or any Buyer Subsidiary. (e) Buyer has delivered to the Company a schedule setting forth: (i) the exercise price per share and the number of Common Shares subject to each option of Buyer as of the Effective Date, (ii) the exercise price per share and the number of Common Shares subject to each warrant of Buyer as the Effective Date, (iii) the number of Common Shares outstanding as of the Effective Date on a fully diluted basis, and (iv) as applicable, with respect to each holder of Common Shares issued on or after January 1, 2011 or any other Person) pursuant to any Contract security that, in each case, would be deemed a “covered security” under Treasury Regulation §1.6045- 1(a)(15), the cost basis and date of Buyerissuance of such shares or securities which is true, complete and accurate in all respects as of the Effective Date.