Common use of Capitalization; Indebtedness Clause in Contracts

Capitalization; Indebtedness. (i) The Target Interests listed on Exhibit B constitute all of the outstanding equity interests of Target. The only members of Target are the Sellers. All of the Target Interests have been duly authorized, are validly issued, fully paid, and non-assessable, were issued in compliance in all material respects with all applicable securities Laws, and are held of record by the respective Sellers as set forth in Section 4(b)(i) of the Disclosure Schedule. Except as set forth in Section 4(b)(i) of the Disclosure Schedule, there are no (i) outstanding or authorized options, warrants, calls, purchase rights, subscription rights, conversion rights, exchange rights, or other Contracts or commitments that could require Target to issue, sell, transfer or otherwise cause to become outstanding any of its equity interests or to redeem any of its equity interests, (ii) Contracts pursuant to which registration rights in the securities of Target have been granted, (iii) preemptive rights or rights of first refusal with respect to the Target Interests, (iv) Contracts among any current and former holders of equity interests of Target, or (v) voting trusts, proxies or similar agreements or Contracts with respect to any securities of Target. Except as set forth in Section 4(b)(i) of the Disclosure Schedule, there are no outstanding or authorized equity appreciation, phantom equity, profit participation, or similar rights of or with respect to Target, nor is Target party to any Contract or commitment that could required Target to issue, sell, transfer or grant or otherwise cause to become outstanding any such equity appreciation, phantom equity, profit participation, or similar rights. Set forth in Section 4(b)(i) of the Disclosure Schedule is a complete and correct list of each Person holding Phantom Equity Units and the number of Phantom Equity Units held by each such Person. Target has made available to Buyer complete and correct copies of each award agreement pursuant to which Phantom Equity Units have been issued. (ii) Except as set forth in Section 4(b)(ii) of the Disclosure Schedule, neither Target nor any of its Subsidiaries has any Indebtedness.

Capitalization; Indebtedness. (i) The Target Interests listed on Exhibit B constitute all capital stock of Parent immediately prior to the outstanding equity interests Closing consists solely of Target. The only members 270,000,000 shares of Target authorized common stock, par value $0.001 per share, of which 131,793,660 shares are the Sellers. issued and outstanding, and 1,000,000 shares of preferred stock, par value $0.001 per share, of which no shares are issued and outstanding. (ii) All of the Target Interests Parent’s issued and outstanding shares of capital stock (or other equity securities) have been duly authorized, are authorized and validly issued, fully paid, and non-assessable, were issued in compliance in all material respects with all applicable securities Laws, and are held of record by the respective Sellers as set forth in Section 4(b)(i) of the Disclosure Schedulefully paid and nonassessable. Except as set forth provided in Section 4(b)(i) of this Agreement, the Disclosure ScheduleNote Issuance Agreement or the Merger Agreement, there are no (i) outstanding or authorized optionsno subscription, warrantswarrant, callsoption, purchase rights, subscription rights, conversion rights, exchange rights, convertible security or other Contracts right (contingent or commitments that could require Target otherwise) to issue, sell, transfer purchase or otherwise cause to become outstanding acquire any shares of its equity interests capital stock of Parent is authorized or to redeem any of its equity interestsoutstanding, (ii) Contracts pursuant Parent has no obligation (contingent or otherwise) to which registration rights in the issue any subscription, warrant, option, convertible security or other such right or to issue or distribute to holders of any shares of its capital stock or other equity securities any evidences of Target have been grantedindebtedness or assets of Parent, (iii) preemptive rights Parent has no obligation (contingent or rights otherwise) to purchase, redeem or otherwise acquire any shares of first refusal with its capital stock (or other equity securities) or any interest therein or to pay any dividend or make any other distribution in respect to the Target Intereststhereof, (iv) Contracts among any current and former holders of equity interests of Target, or (v) voting trusts, proxies or similar agreements or Contracts with respect to any securities of Target. Except as set forth in Section 4(b)(i) of the Disclosure Schedule, there are no outstanding or authorized equity stock appreciation, phantom equity, profit participation, stock or similar rights of or with respect to TargetParent, nor is Target party (v) no outstanding shares of Parent’s capital stock (or other equity securities) are subject to any Contract Liens, other than Permitted Liens, and (vi) there are no securities or commitment that could required Target to issue, sell, transfer or grant or otherwise cause to become outstanding any such equity appreciation, phantom equity, profit participation, instruments containing anti-dilution or similar rights. Set forth in Section 4(b)(i) provisions that will be triggered by the issuance of the Disclosure Schedule is a complete Notes. All of the issued and correct list outstanding shares of each Person holding Phantom Equity Units Parent’s capital stock (or other equity securities) have been offered, issued and sold by Parent in compliance with applicable federal and state securities laws. Except for certain customary registration rights granted in connection with consummation of the transactions contemplated in the Merger Agreement and the number Note Issuance Agreement Documents, there are no agreements or arrangements under which Parent is obligated to register the sale of Phantom Equity Units held by each such Personany of its securities under the Securities Act. Target (iii) As of the Effective Date, Parent has made available to Buyer complete and correct copies of each award agreement pursuant to which Phantom Equity Units have been issued. (ii) Except no Indebtedness except as set forth in on Section 4(b)(ii4.2(d)(iii) of the Disclosure Schedule, neither Target nor any of its Subsidiaries has any Indebtedness.

Capitalization; Indebtedness. (ia) The Target Interests listed on Exhibit B constitute all As of the outstanding equity interests date hereof, the authorized share capital of Target. The only members the Company consists of Target are 200,000,000 Ordinary Shares of which, as of the SellersCutoff Date, 37,358,063 Ordinary Shares (including 816,000 Ordinary Shares held in treasury) were issued and outstanding. All of the Target Interests have outstanding share capital of the Company has been duly authorized, are validly issued, issued and is fully paid, paid and non-assessable, were nonassessable and was issued in compliance in all material respects with all applicable securities Lawslaws and was not issued in violation of any preemptive right, and are held resale right, right of record by the respective Sellers as set forth in Section 4(b)(i) first refusal or similar right. As of the Disclosure ScheduleCutoff Date, the Company had 1,222,808 Ordinary Shares reserved for issuance under its equity incentive plans in respect of which there were outstanding 1,868,324 RSUs and options to purchase 673,986 Ordinary Shares. The Company has no other share capital reserved for issuance, with the exception of the shares authorized for issuance in connection with the Note to be issued pursuant hereto. Except as set forth in Section 4(b)(i) above or pursuant to this Agreement, the Company does not have outstanding any options to purchase, or any rights or warrants to subscribe for, any securities or obligations convertible into, or any contracts or commitments to issue or sell, any shares of capital stock, or any such warrants, convertible securities or obligations. The Company has reserved for issuance sufficient Ordinary Shares for issuance upon conversion of the Disclosure Schedule, there are no (i) outstanding or authorized options, warrants, calls, purchase rights, subscription rights, conversion rights, exchange rights, or other Contracts or commitments that could require Target to issue, sell, transfer or otherwise cause to become outstanding any of its equity interests or to redeem any of its equity interests, (ii) Contracts pursuant to which registration rights in the securities of Target have been granted, (iii) preemptive rights or rights of first refusal with respect to the Target Interests, (iv) Contracts among any current and former holders of equity interests of Target, or (v) voting trusts, proxies or similar agreements or Contracts with respect to any securities of Target. Except as set forth in Section 4(b)(i) of the Disclosure Schedule, there are no outstanding or authorized equity appreciation, phantom equity, profit participation, or similar rights of or with respect to Target, nor is Target party to any Contract or commitment that could required Target to issue, sell, transfer or grant or otherwise cause to become outstanding any such equity appreciation, phantom equity, profit participation, or similar rights. Set forth in Section 4(b)(i) of the Disclosure Schedule is a complete and correct list of each Person holding Phantom Equity Units and the number of Phantom Equity Units held by each such Person. Target has made available to Buyer complete and correct copies of each award agreement pursuant to which Phantom Equity Units have been issuedNote. (iib) Except as set forth in Section 4(b)(ii) on Exhibit D, the Company has no indebtedness for borrowed money as of the Disclosure Scheduledate of this Agreement. The fair salable value of the assets of the Company and its Subsidiaries, neither Target nor any taken as a whole (including goodwill minus disposition costs) exceeds the fair value of their liabilities, and after giving effect to the transactions contemplated by the Transaction Documents, the Company and its Subsidiaries has any IndebtednessSubsidiaries, taken as a whole, are not left with unreasonably small capital in relation to the Company’s business as presently conducted, and are able to pay their debts (including trade debts) as they mature.