Common use of Capitalization of Subsidiaries Clause in Contracts

Capitalization of Subsidiaries. (a) The share capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allotted, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise bound; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Documents of each such Subsidiary or any other Contract, in any such case to which each such Subsidiary is a party or otherwise bound. (b) Except as contemplated by this Agreement or the other Transaction Documents, the Company owns, directly or indirectly through its Subsidiaries, of record and beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Encumbrances other than Permitted Encumbrances. (c) Except as set forth in Section 3.4(a) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction Documents, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities of such Subsidiary, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securities, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities of such Subsidiary the value of which is determined by reference to shares or other Equity Securities of such Subsidiary, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securities.

Capitalization of Subsidiaries. (a) The share outstanding shares of capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter stock or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allottedissued, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundsecurities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens. (b) Except as contemplated by this Agreement or the other Transaction Documents, the The Company owns, directly or indirectly through its Subsidiaries, owns of record and beneficially all the issued and outstanding Equity Securities shares of capital stock or equity interests of such Subsidiaries free and clear of any Encumbrances Liens other than Permitted EncumbrancesLiens. (c) Except as set forth in on Section 3.4(a4.7(c) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction DocumentsLetter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities capital stock of such SubsidiarySubsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securitiesequity interests, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities equity interests of such Subsidiary Subsidiaries or the value of which is determined by reference to shares or other Equity Securities equity interests of such Subsidiarythe Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securitiescapital stock.

Capitalization of Subsidiaries. (a) The share capital of each Subsidiary Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement are set forth on Section 3.4(aof (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company Disclosure Letter. Except as set forth on Section 3.4(aissued and outstanding and (ii) the identity of the Company Disclosure Letter Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities equity interests of each of the Company’s Subsidiaries (iw) have been duly authorized and validly issued and allottedissued, and are, to the extent applicable, fully paid and non-assessable; (iix) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundsecurities; and (iiiy) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound; and (z) are free and clear of any Liens (other than Permitted Liens). (b) Except as contemplated by this Agreement or the other Transaction Documents, the Company owns, directly or indirectly through its Subsidiaries, of record and beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Encumbrances other than Permitted Encumbrances. (c) Except as set forth in Section 3.4(a) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction Documents, there There are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities capital stock of such SubsidiarySubsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securitiesequity interests, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities equity interests of such Subsidiary Subsidiaries or the value of which is determined by reference to shares or other Equity Securities equity interests of such Subsidiarythe Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securitiescapital stock.

Capitalization of Subsidiaries. (a) The share outstanding shares of capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter stock or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allottedissued, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1A) the Organizational Governing Documents of each such Subsidiary, and (2B) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundsecurities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) Except as contemplated by this Agreement or the other Transaction Documents, the The Company owns, directly or indirectly through its Subsidiaries, owns of record and beneficially all the issued and outstanding Equity Securities shares of capital stock or equity interests of such Subsidiaries free and clear of any Encumbrances Liens other than Permitted EncumbrancesLiens. (c) Except as set forth in Section 3.4(a) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction Documents, there There are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities capital stock of such SubsidiarySubsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securitiesequity interests, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities equity interests of such Subsidiary Subsidiaries or other rights the value of which is are determined by reference to shares or other Equity Securities equity interests of such Subsidiarythe Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securitiescapital stock. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The share outstanding shares of capital stock of (or other equity interests in) each Subsidiary of the Company as of the date of this Agreement are Subsidiaries set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities of each of the Company’s Subsidiaries (i) Schedule 4.2 have been duly authorized and validly issued and allotted, and are, to the extent (if applicable, ) are fully paid and non-assessable; (ii) have been offered, sold, issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements nonassessable. Except as set forth in (1) the Organizational Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise bound; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Documents of each such Subsidiary or any other Contract, in any such case to which each such Subsidiary is a party or otherwise bound. (b) Except as contemplated by this Agreement or the other Transaction Documentson Schedule 4.7(a), the Company owns, directly or indirectly through one or more of its Subsidiaries, Subsidiaries own of record and beneficially all the issued and outstanding Equity Securities shares of capital stock of (or other equity interests in) such Subsidiaries free and clear of any Encumbrances Liens other than (i) as may be set forth in the certificate of formation, limited liability company agreement, limited partnership agreement, certificate of incorporation or bylaws, or similar organizational documents of such Subsidiary, (ii) for any restrictions on sales of securities under applicable securities Laws and (iii) Permitted EncumbrancesLiens. (cb) Except as set forth in Section 3.4(a) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction Documentson Schedule 4.7(b), there are no (i) outstanding subscriptions, options, warrants, calls, rights or other securities (including debt securities) of any such Subsidiary convertible into or exercisable or exchangeable for any Equity Securities shares of capital stock of (or other equity interests in) such SubsidiarySubsidiaries, (ii) any other commitments, calls, conversion rights, rights of exchange commitments or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional sharesshares (or other equity interests), the sale of treasury shares or other Equity Securitiesshares, or for the repurchase or redemption by of such Subsidiary Subsidiaries’ shares of shares capital stock (or other Equity Securities of such Subsidiary the value of which is determined by reference to shares equity interests), or other Equity Securities of such Subsidiary, and there are no voting trusts, proxies or (iii) any agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securitiesshares of capital stock (or other equity interests). There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar equity awards with respect to any of the Subsidiaries. No holder of indebtedness of any Subsidiary has any right to convert or exchange such indebtedness for any equity securities of the Company or any Subsidiary. (c) Except for the equity interests of the Subsidiaries set forth on Schedule 4.2 and as set forth on Schedule 4.7(c), neither the Company nor any of its Subsidiaries owns, controls or has any rights to acquire, directly or indirectly, any capital stock or other equity interest in any other Person.

Capitalization of Subsidiaries. (a) The share outstanding shares of capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter stock or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allotted, and are, to the extent applicable, fully paid and non-assessable; non‑assessable, (ii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state applicable securities Laws, and all requirements set forth in (1) the Organizational Governing Documents of each such Subsidiary, Subsidiary as then in effect and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary the Company is a party or otherwise bound; and , (iii) are have not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary as then in effect or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise boundbound and (iv) are free and clear of any Liens, other than restrictions on transfer arising under applicable securities Laws, and other than as set out in the Governing Documents of such Subsidiary. (b) Except as contemplated by this Agreement The Company or the other Transaction Documents, another direct or indirect wholly owned Subsidiary of the Company owns, directly or indirectly through its Subsidiaries, owns of record and beneficially all the issued and outstanding Equity Securities shares of such capital stock or equity interests of each of the Company’s Subsidiaries free and clear of any Encumbrances Liens, other than Permitted EncumbrancesLiens and restrictions on transfer arising under applicable securities Laws, and other than as set out in the Governing Documents of such Subsidiary. (c) Except as set forth in Section 3.4(a) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction Documents, there There are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities capital stock of such Subsidiaryany of the Company’s Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptivepre‑emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securitiesequity interests, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities equity interests, of such Subsidiary Subsidiaries or the value of which is determined by reference to shares or other Equity Securities equity interests of such SubsidiarySubsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securitiescapital stock.

Capitalization of Subsidiaries. (a) The share outstanding shares of capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital stock or other Equity Securities equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allotted, and are, to the extent applicable, are fully paid and non-assessable; nonassessable. Except as set forth on Section 5.07(a) of the Company Disclosure Letter, all of the outstanding ownership interests in each Subsidiary of the Company are owned by the Company, directly or indirectly, free and clear of any Liens (ii) have been offered, sold, issued and allotted in compliance with other than the restrictions under applicable Law, including federal and state securities Securities Laws, and all requirements set forth in (1) transfer restrictions existing under the Organizational terms of the Governing Documents of each such Subsidiary, and (2Permitted Liens) and free of any other applicable Contracts governing limitation or restriction (including any restriction on the issuance right to vote, sell or allotment otherwise dispose of such securities to which such Subsidiary is a party or otherwise bound; ownership interests) and (iii) are have not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right preemptive or any similar right under any provision of any applicable Law, the Organizational Documents of each such Subsidiary or any other Contract, in any such case to which each such Subsidiary is a party or otherwise boundrights. (b) Except as contemplated by this Agreement or the other Transaction Documents, the Company owns, directly or indirectly through its Subsidiaries, of record and beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Encumbrances other than Permitted Encumbrances. (c) Except as set forth in on Section 3.4(a5.07(b) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction DocumentsLetter, there are no outstanding subscriptions(i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for ownership interests in any Subsidiary of the Company, (ii) obligations, options, warrants, rights warrants or other securities rights (including debt securities) preemptive rights), commitments or arrangements to acquire from the Company or any of its Subsidiaries, or other obligations or commitments of the Company or any such Subsidiary exercisable of its Subsidiaries to issue, sell or otherwise transfer, any ownership interests in, or any securities convertible into or exchangeable for any Equity Securities of such Subsidiaryownership interests in, any other commitmentsSubsidiary of the Company or (iii) restricted shares, calls, conversion stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any ownership interests in, any Subsidiary of exchange or privilege the Company (whether pre-emptive, contractual or by matter of Lawthe items in clauses (i)-(iii), plans or other agreements in addition to all ownership interests of any character providing for the issuance by any such Company’s Subsidiaries, being referred to collectively as the “Company Subsidiary of additional shares, the sale of treasury shares or other Equity Securities, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities of such Subsidiary the value of which is determined by reference to shares or other Equity Securities of such Subsidiary, and there ”). There are no (x) voting trusts, proxies proxies, equityholders agreements or other similar agreements or understandings to which any Subsidiary of the Company is a party or by which any Subsidiary of the Company is bound with respect to the voting or transfer of any kind which may obligate Company Subsidiary Securities , or (y) obligations or commitments of the Company or any such Subsidiary of its Subsidiaries to issue, purchase, register for salerepurchase, redeem or otherwise acquire any of the Company Subsidiary Securities or make payments in respect of such Company Subsidiary Securities, including based on the value thereof, or to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. Except for the Company Subsidiary Securities, neither the Company nor any of its Equity SecuritiesSubsidiaries owns any equity, ownership, profit, voting or similar interest in or any interest convertible, exchangeable or exercisable for, any equity, profit, voting or similar interest in, any Person.

Capitalization of Subsidiaries. (a) The share capital All of the issued and outstanding Equity Securities of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a4.07(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) All of the issued and outstanding Equity Securities of each Subsidiary of the Company Disclosure Letter are owned of record and beneficially, directly or as contemplated indirectly, by this Agreement or the other Transaction Documents, the outstanding share capital or other Company. The Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allottedissued, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Securities Laws, and all requirements set forth in (1) the Organizational Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundEquity Securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens (other than restrictions arising under applicable Laws, the Company’s Organizational Documents and the Transaction Documents), and, subject to the Laws of the PRC with respect to the PRC Subsidiaries, free of any restriction which prevents the payment of dividends to the Company or any of its Subsidiaries. (b) Except as contemplated by this Agreement or the other Transaction Documents, the Company owns, directly or indirectly through its Subsidiaries, of record and beneficially all the issued and There are no outstanding Equity Securities or equity appreciation, phantom stock, profit participation, equity or equity-based rights or similar rights with respect to the Equity Securities of, or other equity or voting interest in, any Subsidiary of such Subsidiaries free and clear the Company. No Person is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Encumbrances Subsidiary of the Company. There are no warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other than Permitted EncumbrancesContract that requires any Subsidiary of the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of any Subsidiary of the Company. There are no outstanding bonds, debentures, notes or other indebtedness of any Subsidiary of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the equityholders of the Company’s Subsidiaries may vote. (c) Except as set forth in on Section 3.4(a4.07(c) of the Company Disclosure Letter and Letter, as contemplated by of the date of this Agreement or Agreement, neither the other Transaction Documents, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) Company nor any of any such Subsidiary exercisable or exchangeable for its Subsidiaries owns any Equity Securities of such Subsidiary, in any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securities, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities of such Subsidiary the value of which is determined by reference to shares or other Equity Securities of such Subsidiary, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity SecuritiesPerson.

Capitalization of Subsidiaries. (a) The share authorized capital of each Subsidiary Park View consists solely of the Company (i) 1,000,000 shares of serial preferred stock, $0.01 par value per share, none of which is issued or outstanding, and (ii) 3,000,000 shares of common stock, $0.01 par value per share, of which one share is issued and outstanding. (b) Except as of the date of this Agreement are otherwise set forth on in Section 3.4(a3.03(b) of the Company PVFC Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction DocumentsSchedule, the all outstanding share capital or other Equity Securities shares of each of the Company’s Subsidiaries (i) are owned beneficially and of record by PVFC and, provided further, that, with respect to Crock, LLC and CADR, LLC, all outstanding membership interests are owned beneficially and of record by Park View. All shares of the Subsidiaries have been duly authorized and are validly issued and allotted, and are, to the extent applicableissued, fully paid and non-assessable; (ii) , were not issued in violation of the preemptive rights of any person, and have been offered, sold, issued and allotted in compliance in all material respects with all applicable Law, including federal and state securities Lawslaws. (c) As of the date of this Agreement, and all requirements set forth in (1) the Organizational Documents there are no options, warrants, calls, rights, commitments or agreements of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities character to which such any Subsidiary is a party or otherwise by which it is bound; and (iii) are not subject to, nor have they been issued in violation ofobligating a Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any purchase additional shares of a Subsidiary or obligating the Subsidiary to grant, extend or enter into any such option, call optionwarrant, right of first refusalcall, pre-emptive right, subscription right commitment or any similar right under any provision of any applicable Law, the Organizational Documents of each such Subsidiary or any other Contract, in any such case to which each such Subsidiary is a party or otherwise bound. (b) Except as contemplated by this Agreement or the other Transaction Documents, the Company owns, directly or indirectly through its Subsidiaries, of record and beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Encumbrances other than Permitted Encumbrances. (c) Except as set forth in Section 3.4(a) agreement. As of the Company Disclosure Letter and as contemplated by date of this Agreement or the other Transaction DocumentsAgreement, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) contractual obligations of any such Subsidiary exercisable or exchangeable for any Equity Securities of such Subsidiary, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securities, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities of such Subsidiary the value of which is determined by reference to shares or other Equity Securities of such Subsidiary, and there are no voting trusts, proxies or agreements of any kind which may obligate any such a Subsidiary to issue, purchase, register for salerepurchase, redeem or otherwise acquire any shares of a Subsidiary. (d) No Subsidiary has (A) issued or permitted to be issued any shares of such Subsidiary, or securities exercisable for or convertible into shares of such Subsidiary, other than shares issued to its Equity Securitiesparent corporation; (B) repurchased, redeemed or otherwise acquired, directly or indirectly any shares of such Subsidiary; or (C) declared, set aside, made or paid to the shareholders of such Subsidiary dividends or other distributions on the outstanding shares of such Subsidiary. (e) No bonds, debentures, notes or other indebtedness of a Subsidiary having the right to vote on any matters on which the Subsidiary shareholders may vote are issued or outstanding.

Capitalization of Subsidiaries. (a) The share capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allotted, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, offered and issued and allotted in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which by such Subsidiary is a party or otherwise boundSubsidiary; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each any such Subsidiary is a party or otherwise bound; and (iv) were issued free and clear of any Liens. (b) Except as contemplated by this Agreement or the other Transaction Documents, the The Company owns, directly or indirectly through its Subsidiaries, owns of record and beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Encumbrances Liens other than Permitted EncumbrancesLiens. (c) Except as set forth in on Section 3.4(a4.7(c) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction DocumentsLetter, there are no outstanding subscriptions, options, restricted stock, restricted stock units, stock appreciation rights, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities of such SubsidiarySubsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptivepreemptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securitiesequity interests, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities of such Subsidiary Subsidiaries or the value of which is determined by reference to shares or other Equity Securities equity interests of such Subsidiarythe Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securities.

Capitalization of Subsidiaries. (a) The share capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allotted, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundsecurities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens. (b) Except as contemplated by this Agreement or set forth in Section 5.7(b) of the other Transaction DocumentsCompany Disclosure Letter, the Company owns, directly or indirectly through its Subsidiaries, of owns on record and beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Encumbrances Liens other than Permitted EncumbrancesLiens. (c) Except as set forth in Section 3.4(a5.7(c) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction DocumentsLetter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities of such SubsidiarySubsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securitiesequity interests, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities of such Subsidiary Subsidiaries or the value of which is determined by reference to shares or other Equity Securities equity interests of such Subsidiarythe Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securities. (d) There are no written agreements, proxies or trusts to which any Subsidiary of the Company is a party with respect to the voting or transfer of the securities in the capital of that Subsidiary.

Capitalization of Subsidiaries. (a) The share outstanding shares of capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter stock or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities equity interests of each of the Company’s Subsidiaries are set forth on Section 4.8(a) of the Company Disclosure Letter and (i) have been duly authorized and validly issued and allottedissued, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1A) the Organizational Governing Documents of each such Subsidiary, and (2B) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundsecurities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens. (b) Except as contemplated by this Agreement or the other Transaction Documents, the The Company owns, directly or indirectly through its Subsidiaries, owns of record and beneficially all the issued and outstanding Equity Securities shares of capital stock or equity interests of such Subsidiaries free and clear of any Encumbrances Liens other than Permitted EncumbrancesLiens. (c) Except as set forth in on Section 3.4(a4.8(c) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction DocumentsLetter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities capital stock of such SubsidiarySubsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securitiesequity interests, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities equity interests of such Subsidiary Subsidiaries or the value of which is determined by reference to shares or other Equity Securities equity interests of such Subsidiarythe Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securitiescapital stock.

Capitalization of Subsidiaries. (a) The share capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities of each of the Company’s Subsidiaries (for the purpose of this Section 4.7(a) only, excluding the Acquisition Entities) (i) have been duly authorized and validly issued and allotted, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, offered and issued and allotted in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (1A) the Organizational Governing Documents of each such Subsidiary, and (2B) any other applicable Contracts governing the issuance or allotment of such securities to which by such Subsidiary is a party or otherwise boundSubsidiary; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each any such Subsidiary is a party or otherwise bound; and (iv) were issued free and clear of any Liens. (b) Except as contemplated by this Agreement or the other Transaction Documents, the The Company owns, directly or indirectly through its Subsidiaries, owns of record and beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Encumbrances Liens other than Permitted EncumbrancesLiens. (c) Except as set forth in on Section 3.4(a4.7(c) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction DocumentsLetter, there are no outstanding subscriptions, options, restricted stock, restricted stock units, stock appreciation rights, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities of such SubsidiarySubsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptivepreemptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securitiesequity interests, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities of such Subsidiary Subsidiaries or the value of which is determined by reference to shares or other Equity Securities equity interests of such Subsidiarythe Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securities.

Capitalization of Subsidiaries. (a) The share outstanding shares of capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter stock or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities equity interests of each of the Company’s Company Subsidiaries (i) have been duly authorized and validly issued and allottedissued, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Governing Documents of each such Company Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundsecurities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Company Subsidiary or any other Contract, in any such case Contract to which each such Company Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens. (b) Except as contemplated by this Agreement or set forth on Section 4.7(b) of the other Transaction DocumentsCompany Disclosure Letter, immediately upon completion of the Internal Reorganization, the Company owns, directly or indirectly through its Subsidiaries, will own of record and beneficially all the issued and outstanding Equity Securities shares of such Subsidiaries capital stock or equity interests of each of the Company Subsidiaries, free and clear of any Encumbrances Liens other than Permitted EncumbrancesLiens. (c) Except as set forth in on Section 3.4(a4.7(c) of the Company Disclosure Letter or and as contemplated by this Agreement or the other Transaction DocumentsInternal Reorganization, there are no outstanding subscriptions, stock options, stock appreciation rights, restricted stock, restricted stock units, other equity or equity-based awards, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities capital stock of such Subsidiaryany of the Company Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securitiesequity interests, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities equity interests of such Subsidiary Subsidiaries or the value of which is determined by reference to shares or other Equity Securities equity interests of such Subsidiarythe Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Company Subsidiary to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securitiescapital stock.

Capitalization of Subsidiaries. (a) The share outstanding shares of capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital stock or other Equity Securities equity interests of each of the CompanyTempo’s Subsidiaries (i) have been duly authorized and validly issued and allotted, and are, to the extent applicable, are fully paid and non-assessable; (ii) have been offered, sold, issued and allotted nonassessable. All of the outstanding ownership interests in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Documents each Subsidiary of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise bound; and (iii) Tempo are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Documents of each such Subsidiary or any other Contract, in any such case to which each such Subsidiary is a party or otherwise bound. (b) Except as contemplated owned by this Agreement or the other Transaction Documents, the Company ownsTempo, directly or indirectly through its Subsidiariesindirectly, of record and beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Encumbrances Liens (other than Permitted Encumbrances. the restrictions under applicable Securities Laws and Liens securing obligations under any Tempo Financing Agreements) and free of any other limitation or restriction (cincluding any restriction on the right to vote, sell or otherwise dispose of such ownership interests) Except as set forth and have not been issued in Section 3.4(a) violation of the Company Disclosure Letter and as contemplated by this Agreement preemptive or the other Transaction Documents, there similar rights. There are no outstanding subscriptions(a) securities of Tempo or any of its Subsidiaries convertible into or exchangeable for ownership interests in any Subsidiary of Tempo, (b) obligations, options, warrants, rights warrants or other rights, commitments or arrangements to acquire from Tempo or any of its Subsidiaries, or other obligations or commitments of Tempo or any of its Subsidiaries to issue, sell or otherwise transfer, any ownership interests in, or any securities (including debt securities) of any such Subsidiary exercisable convertible into or exchangeable for any Equity Securities ownership interests in, any Subsidiary of Tempo or (c) restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any ownership interests in, any Subsidiary of Tempo (the items in clauses (a)-(c), in addition to all ownership interests of Tempo’s Subsidiaries, being referred to collectively as the “Tempo Subsidiary Securities”). There are no (i) voting trusts, proxies, equityholders agreements or other similar agreements or understandings to which any Subsidiary of Tempo is a party or by which any Subsidiary of Tempo is bound with respect to the voting or transfer of any shares of capital stock of such Subsidiary, or (ii) obligations or commitments of Tempo or any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securities, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities of such Subsidiary the value of which is determined by reference its Subsidiaries to shares or other Equity Securities of such Subsidiary, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary to issue, purchase, register for salerepurchase, redeem or otherwise acquire any Tempo Subsidiary Securities or make payments in respect of such shares, including based on the value thereof, or to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. Except for Tempo Subsidiary Securities, neither Tempo nor any of its Equity SecuritiesSubsidiaries owns any equity, ownership, profit, voting or similar interest in or any interest convertible, exchangeable or exercisable for, any equity, profit, voting or similar interest in, any Person. No shares of capital stock are held in treasury by any Subsidiary of Tempo.

Capitalization of Subsidiaries. (a) The share capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allotted, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise bound; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Documents of each such Subsidiary or any other Contract, in any such case to which each such Subsidiary is a party or otherwise bound. (b) Except as contemplated by this Agreement or the other Transaction Documents, the Company owns, directly or indirectly through its Subsidiaries, of record and beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Encumbrances other than Permitted Encumbrances. (c) Except as set forth in Section 3.4(a) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction Documents, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities of such Subsidiary, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securities, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities of such Subsidiary the value of which is determined by reference to shares or other Equity Securities of such Subsidiary, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securities.

Capitalization of Subsidiaries. (a) The share issued equity interests (including all shares, warrants, preference shares, options and other such equity instruments) in the capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities of each of the CompanyCorpAcq Holdco’s Subsidiaries (i) have been duly authorized and validly issued and allottedare fully paid, or credited as fully paid, and are, to nonassessable. All of the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, issued and allotted outstanding ownership interests in compliance with applicable Law, including federal and state securities Laws, and all requirements each Subsidiary of CorpAcq Holdco other than the shares of certain Subsidiaries of CorpAcq Holdco held by third parties as set forth in on Schedule 5.07 of the CorpAcq Schedules are owned by CorpAcq Holdco, directly or indirectly, legally and beneficially, free and clear of any Liens (1other than the restrictions under applicable Securities Laws and Liens securing obligations under any CorpAcq financing agreement) the Organizational Documents and free of each such Subsidiary, and (2) any other applicable Contracts governing limitation or restriction (including any restriction on the issuance right to vote, sell or allotment otherwise dispose of such securities to which such Subsidiary is a party or otherwise bound; ownership interests) and (iii) are have not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right preemptive or any similar right under any provision of any applicable Law, the Organizational Documents of each such Subsidiary or any other Contract, in any such case to which each such Subsidiary is a party or otherwise boundrights. (b) Except as contemplated by this Agreement There are no outstanding (i) securities of any of CorpAcq Holdco’s Subsidiaries convertible into or the exchangeable for ownership interests in any of CorpAcq Holdco’s Subsidiaries, (ii) obligations, options, warrants or other Transaction Documentsrights, the Company ownscommitments, agreements or arrangements to acquire from any of CorpAcq Holdco’s Subsidiaries, or other obligations or commitments of any of CorpAcq Holdco’s Subsidiaries to issue, sell, create or otherwise transfer, any ownership interests in, or any securities convertible into or exchangeable for any ownership interests in, any of CorpAcq Holdco’s Subsidiaries or (iii) restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly indirectly, on the value or price of, any ownership interests in, any of CorpAcq Holdco’s Subsidiaries (the items in clauses (i) through its Subsidiaries(iii) collectively, of record and beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Encumbrances other “CorpAcq Holdco Subsidiary Securities”). Other than Permitted Encumbrances. (c) Except as set forth in Section 3.4(a) the organizational documents of the Company Disclosure Letter and as contemplated by this Agreement CorpAcq Holdco or the other Transaction Documentsany of its Subsidiaries, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securitiesx) of any such Subsidiary exercisable or exchangeable for any Equity Securities of such Subsidiary, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securities, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities of such Subsidiary the value of which is determined by reference to shares or other Equity Securities of such Subsidiary, and there are no voting trusts, proxies proxies, equityholders agreements or other similar agreements or understandings to which any CorpAcq Party or their Subsidiaries is a party or by which any such Person is bound with respect to the voting or transfer of any kind which may obligate shares of capital stock of CorpAcq Holdco’s Subsidiaries or (y) obligations, arrangements, agreements or commitments of any such Subsidiary CorpAcq Party or their Subsidiaries to issue, purchase, register for salerepurchase, redeem or otherwise acquire any of CorpAcq Holdco Subsidiary Securities or make payments in respect of such shares, including based on the value thereof, or to make any investment (in the form of a loan, capital contribution or otherwise) or any agreements or resolutions to carry out any transaction having the effect of a reduction of capital, profits or reserves in any other Person. (c) Except for the CorpAcq Holdco Subsidiary Securities, CorpAcq Holdco does not own any equity, ownership, profit, voting or similar interest in or any interest convertible, exchangeable or exercisable for, any equity, profit, voting or similar interest in, any Person and does not have, and has not agreed to acquire, any interest in any body corporate other than the Subsidiaries. No shares of capital stock are held in treasury by any Subsidiary of CorpAcq Holdco. Neither CorpAcq Holdco nor any of its Equity SecuritiesSubsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest (excluding, for the avoidance of doubt, in connection with the Transaction Agreements and the Transactions) or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The share outstanding shares of capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter stock or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allottedissued, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, sold and issued and allotted in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundsecurities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Liens arising under applicable securities Laws or the Governing Documents of such Subsidiary. (b) Except as contemplated by this Agreement or the other Transaction Documents, the The Company owns, directly or indirectly through its Subsidiariesindirectly, of record and beneficially all the issued and outstanding Equity Securities shares of capital stock or equity interests of such Subsidiaries free and clear of any Encumbrances Liens other than Permitted EncumbrancesLiens or Liens arising under applicable securities Laws or the Governing Documents of such Subsidiary. (c) Except as otherwise set forth in this Section 3.4(a) 4.7 or permitted in accordance with Section 6.1 of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction DocumentsAgreement, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities capital stock of such SubsidiarySubsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securitiesequity interests, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities equity interests of such Subsidiary Subsidiaries or other interests of the Subsidiaries the value of which is determined by reference to shares or other Equity Securities of such SubsidiarySubsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securitiescapital stock.

Capitalization of Subsidiaries. (a) (i) Company Options to purchase 8,477,280 shares of common stock of VO Holdings and (ii) Company SARs relating to 290,689 shares of common stock of VO Holdings are outstanding. The share capital Company has provided to Acquiror, prior to the date of this Agreement, a true and complete list of each Subsidiary of the Company individual (identified by Carta identification numbers) who, as of the date of this Agreement Agreement, holds a Company Award, including the type of Company Award, the number of shares of common stock of VO Holdings subject thereto, vesting schedule and, if applicable, the exercise price and expiration date thereof. All Company Awards are evidenced by award agreements in substantially the forms previously made available to Acquiror, and no Company Award is subject to terms that are materially different from those set forth in such forms. Each Company Award was validly issued and properly approved by the Board of Directors of VO Holdings (or appropriate committee thereof). No Company Award was granted with an exercise price per share that was less than the fair market value of a share of a common stock of VO Holdings on the grant date as determined in accordance with Section 409A of the Code. (b) The outstanding shares of capital stock or equity interests of the Company’s Subsidiaries, and the record and beneficial ownership thereof, is set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a4.7(b) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities of each of the Company’s Subsidiaries and (i) have been duly authorized and validly issued and allottedissued, and areand, to the extent applicable, are fully paid and non-assessable; (ii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Governing Documents of each such the issuing Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundsecurities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound. ; and (biv) Except as contemplated by this Agreement or the other Transaction Documents, the Company owns, directly or indirectly through its Subsidiaries, of record and beneficially all the issued and outstanding Equity Securities of such Subsidiaries are free and clear of any Encumbrances other than Permitted EncumbrancesLiens. (c) Except as set forth in on Section 3.4(a4.7(c) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction DocumentsLetter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities capital stock of such SubsidiarySubsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securitiesequity interests, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities equity interests of such Subsidiary Subsidiaries or the value of which is determined by reference to shares or other Equity Securities equity interests of such Subsidiarythe Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securitiescapital stock.

Capitalization of Subsidiaries. (a) The share outstanding shares of capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter stock or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allottedissued, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1A) the Organizational Governing Documents of each such Subsidiary, and (2B) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundsecurities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) Except as contemplated by this Agreement or the other Transaction Documents, the The Company owns, directly or indirectly through its Subsidiaries, owns of record and beneficially all the issued and outstanding Equity Securities shares of capital stock or equity interests of such Subsidiaries free and clear of any Encumbrances Liens other than Permitted EncumbrancesLiens. (c) Except as set forth in on Section 3.4(a4.7(c) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction DocumentsLetter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities capital stock of such SubsidiarySubsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securitiesequity interests, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities equity interests of such Subsidiary Subsidiaries or the value of which is determined by reference to shares or other Equity Securities equity interests of such Subsidiarythe Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securitiescapital stock.

Capitalization of Subsidiaries. (a) The share outstanding shares of capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter stock or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allottedissued, and are, to the extent applicable, fully paid and non-assessable; , (ii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1A) the Organizational Governing Documents of each such Subsidiary, and (2B) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise bound; and securities, (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound, and (iv) are free and clear of any Liens, other than any restrictions under applicable securities laws or under the Governing Documents of the applicable Subsidiary. (b) Except as contemplated by this Agreement or set forth on Section 4.7(b) of the other Transaction DocumentsCompany Disclosure Letter, the Company owns, directly or indirectly through its Subsidiaries, owns of record and beneficially all the issued and outstanding Equity Securities shares of capital stock or equity interests of such Subsidiaries free and clear of any Encumbrances Liens other than Permitted EncumbrancesLiens. (c) Except as set forth in on Section 3.4(a4.7(c) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction DocumentsLetter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities capital stock of such SubsidiarySubsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securitiesequity interests, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities equity interests of such Subsidiary Subsidiaries or the value of which is determined by reference to shares or other Equity Securities equity interests of such Subsidiarythe Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securitiescapital stock.

Capitalization of Subsidiaries. (a) The share outstanding shares of capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter stock or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allottedissued, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundsecurities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) Except as contemplated by this Agreement or the other Transaction Documents, the The Company owns, directly or indirectly through its Subsidiaries, owns of record and beneficially all the issued and outstanding Equity Securities shares of capital stock or equity interests of such Subsidiaries free and clear of any Encumbrances Liens other than Permitted EncumbrancesLiens. (c) Except as set forth in on Section 3.4(a4.7(c) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction DocumentsLetter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities capital stock of such SubsidiarySubsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securitiesequity interests, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities equity interests of such Subsidiary Subsidiaries or the value of which is determined by reference to shares or other Equity Securities equity interests of such Subsidiarythe Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securitiescapital stock.

Capitalization of Subsidiaries. (a) The share capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allotted, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundsecurities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens. (b) Except as contemplated by this Agreement or set forth in Section 4.7(b) of the other Transaction DocumentsCompany Disclosure Letter, the Company owns, directly or indirectly through its Subsidiaries, of owns on record and beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Encumbrances Liens other than Permitted EncumbrancesLiens. (c) Except as set forth in Section 3.4(a4.7(c) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction DocumentsLetter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities of such SubsidiarySubsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securitiesequity interests, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities of such Subsidiary Subsidiaries or the value of which is determined by reference to shares or other Equity Securities equity interests of such Subsidiarythe Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securities. (d) There are no written agreements, proxies or trusts to which any Subsidiary of the Company is a party with respect to the voting or transfer of the securities in the capital of that Subsidiary.

Capitalization of Subsidiaries. (a) The share outstanding shares of capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital stock or other Equity Securities equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allotted, and are, to the extent applicable, are fully paid and non-assessable; (ii) have been offered, sold, issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements nonassessable. Except as set forth in Section 7.07(a) of the Company Disclosure Letter, all of the outstanding ownership interests in each Subsidiary of the Company are owned by the Company, directly or indirectly, free and clear of any Liens (1) other than the Organizational restrictions under applicable Securities Laws, transfer restrictions existing under the terms of the Governing Documents of each such Subsidiary, and (2Permitted Liens) and free of any other applicable Contracts governing limitation or restriction (including any restriction on the issuance right to vote, sell or allotment otherwise dispose of such securities to which such Subsidiary is a party or otherwise bound; ownership interests) and (iii) are have not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right preemptive or any similar right under any provision of any applicable Law, the Organizational Documents of each such Subsidiary or any other Contract, in any such case to which each such Subsidiary is a party or otherwise boundrights. (b) Except as contemplated by this Agreement or the other Transaction Documents, the Company owns, directly or indirectly through its Subsidiaries, of record and beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Encumbrances other than Permitted Encumbrances. (c) Except as set forth in Section 3.4(a7.07(b) of the Company Disclosure Letter and as or contemplated by in this Agreement or the other Transaction DocumentsAgreement, there are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for ownership interests in any Subsidiary of the Company, (ii) subscriptions, puts, calls, obligations, options, warrants, rights warrants or other securities rights (including debt securities) preemptive rights), commitments or arrangements to acquire from the Company or any of its Subsidiaries, or other obligations or commitments of the Company or any such Subsidiary exercisable of its Subsidiaries to issue, sell or otherwise transfer, any ownership interests in, or any securities convertible into or exchangeable for any Equity Securities ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any ownership interests in, any Subsidiary of the Company (the items in clauses (i) - (iii), in addition to all ownership interests of the Company’s Subsidiaries, being referred to collectively as the “Company Subsidiary Securities”). There are no (x) voting trusts, proxies, equityholders agreements or other similar agreements or understandings to which any Subsidiary of the Company is a party or by which any Subsidiary of the Company is bound with respect to the voting or transfer of any shares of capital stock of such Subsidiary, or (y) obligations or commitments of the Company or any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securities, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities of such Subsidiary the value of which is determined by reference its Subsidiaries to shares or other Equity Securities of such Subsidiary, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary to issue, purchase, register for salerepurchase, redeem or otherwise acquire any of the Company Subsidiary Securities or make payments in respect of such shares, including based on the value thereof, or to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. Except for the Company Subsidiary Securities, neither the Company nor any of its Equity SecuritiesSubsidiaries owns any equity, ownership, profit, voting or similar interest in or any interest convertible, exchangeable or exercisable for, any equity, profit, voting or similar interest in, any Person.

Capitalization of Subsidiaries. (a) The share capital of each Subsidiary MIC is the sole general partner of the Company Operating Partnership. The issued and outstanding limited partnership or other equity interests of the Operating Partnership, as of the date of this Agreement are Agreement, consists of 16,959,593 OP Common Units, 425,532 OP Class A Units, 282,027 OP LTIP Units, 1,500,000 OP Performance Units, 39,811 OP Series 1 Preferred Units and 2,862 OP Series A Preferred Units. A true and complete list, as of the date hereof, of all of the issued and outstanding partnership and other equity interests of the Operating Partnership is set forth on Section 3.4(a4.7(a) of the Company Disclosure Letter, along with the record owners thereof. Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the The outstanding share capital or other Equity Securities shares of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allottedissued, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Laws, Law and all requirements set forth in (1A) the Organizational Governing Documents of each such Subsidiary, and (2B) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundsecurities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens, Liens imposed by the Governing Documents of such Subsidiary and Liens arising under applicable securities Laws. (b) Except as contemplated by this Agreement or set forth on Section 4.7(b) of the other Transaction DocumentsCompany Disclosure Letter, the Company owns, directly or indirectly through its Subsidiaries, owns of record and beneficially all the issued and outstanding Equity Securities shares of capital stock or equity interests of such Subsidiaries (or, in the case of the Operating Partnership, the general partnership interest and the limited partnership interests set forth on Section 4.7(a) of the Company Disclosure Letter) free and clear of any Encumbrances Liens other than Permitted EncumbrancesLiens, Liens imposed by the Governing Documents of such Subsidiary and Liens arising under applicable securities Laws. (c) Except as set forth in on Section 3.4(a4.7(c) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction DocumentsLetter, there are no outstanding subscriptions, options, phantom units, incentive units, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities capital stock of such SubsidiarySubsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securitiesequity interests, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities equity interests of such Subsidiary Subsidiaries or the value of which is determined by reference to shares or other Equity Securities equity interests of such Subsidiarythe Subsidiaries (collectively, “Subsidiary Awards”, together with Company Awards, the “Mobile Awards”), and there are no voting trusts, registration rights, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securitiescapital stock. (d) Except as set forth in this Section 4.7(d) of the Company Disclosure Letter, no Subsidiary Award as a result of the consummation of the transactions contemplated herein, accelerates or otherwise becomes triggered (whether as to vesting, exercisability, convertibility or otherwise).

Capitalization of Subsidiaries. (a) The share capital of each Subsidiary Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement are set forth on Section 3.4(aof (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company Disclosure Letter. Except as set forth on Section 3.4(aParties issued and outstanding and (ii) the identity of the Company Disclosure Letter Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities equity interests of each of the Company’s Company Parties’ Subsidiaries (iw) have been duly authorized and validly issued and allottedissued, and are, to the extent applicable, fully paid and non-assessable; (iix) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundsecurities; and (iiiy) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound; and (z) to the knowledge of the Company Parties, are free and clear of any Liens (other than as set forth in the Governing Documents of such Subsidiary and transfer restrictions under applicable securities Laws). (b) Except as contemplated by this Agreement or the other Transaction Documents, the Company owns, directly or indirectly through its Subsidiaries, of record and beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Encumbrances other than Permitted Encumbrances. (c) Except as set forth in Section 3.4(a) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction Documents, there There are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities capital stock of such SubsidiarySubsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securitiesequity interests, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities equity interests of such Subsidiary Subsidiaries or the value of which is determined by reference to shares or other Equity Securities equity interests of such Subsidiarythe Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company Parties to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securitiescapital stock.

Capitalization of Subsidiaries. (a) The share outstanding shares of capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter stock or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allotted, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundsecurities; and (iii) are not subject to, nor and have they not been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens, other than restrictions on transfer under applicable securities Laws. (b) Except as contemplated by this Agreement or the other Transaction Documents, the The Company owns, directly or indirectly through its Subsidiaries, owns of record and beneficially all the issued and outstanding Equity Securities shares of capital stock or equity interests of such Subsidiaries free and clear of any Encumbrances Liens other than Permitted EncumbrancesLiens. (c) Except as set forth in on Section 3.4(a4.7(c) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction DocumentsLetter, there are no outstanding capital stock or equity interests of, and no subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities of capital stock or equity interests of, such SubsidiarySubsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securitiesequity interests, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities equity interests of such Subsidiary Subsidiaries or the value of which is determined by reference to shares or other Equity Securities equity interests of such Subsidiarythe Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securitiescapital stock or equity interests.

Capitalization of Subsidiaries. (a) The share outstanding shares of capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter stock or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities equity interests of each of the Company’s 's Subsidiaries (i) have been duly authorized and validly issued and allottedissued, and are, to the extent applicable, fully paid and non-assessable; assessable; (ii) have been offered, sold, sold and issued and allotted in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (1A) the Organizational Governing Documents of each such Subsidiary, and (2B) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise bound; and securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise boundbound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) Except as contemplated by this Agreement or the other Transaction Documentsset forth in Section 4.7(b), the Company owns, directly or indirectly through its Subsidiariesindirectly, of record and beneficially all the issued and outstanding Equity Securities shares of capital stock or equity interests of such Subsidiaries free and clear of any Encumbrances Liens other than Permitted EncumbrancesLiens or Liens arising under applicable securities Laws or the Governing Documents of such Subsidiary. (c) Except as set forth in on Section 3.4(a4.7(c) of the Company Disclosure Letter and as contemplated by or permitted in accordance with Section 6.1 of this Agreement or the other Transaction DocumentsAgreement, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities capital stock of such SubsidiarySubsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securitiesequity interests, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities equity interests of such Subsidiary Subsidiaries or the value of which is determined by reference to shares or other Equity Securities equity interests of such Subsidiarythe Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securitiescapital stock.

Capitalization of Subsidiaries. (a) The share outstanding shares of capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter stock or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allottedissued, and areand, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundsecurities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens, other than restrictions on transfer arising under applicable securities Laws. (b) Except as contemplated by this Agreement or the other Transaction Documents, the The Company owns, directly or indirectly through its Subsidiaries, owns of record and beneficially all the issued and outstanding Equity Securities shares of capital stock or equity interests of such Subsidiaries free and clear of any Encumbrances Liens other than Permitted EncumbrancesLiens. (c) Except as set forth in on Section 3.4(a4.7(c) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction DocumentsLetter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities capital stock of such Subsidiary, Subsidiaries or any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securitiesequity interests, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities equity interests of such Subsidiary Subsidiaries or the value of which is determined by reference to shares or other Equity Securities equity interests of such Subsidiary, Subsidiaries and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securitiescapital stock.

Capitalization of Subsidiaries. (a) The share capital of each Subsidiary MIC is the sole general partner of the Company Operating Partnership. The issued and outstanding limited partnership or other equity interests of the Operating Partnership, as of the date of this Agreement are Agreement, consists of 16,959,593 OP Common Units, 425,532 OP Class A Units, 282,027 OP LTIP Units, 1,500,000 OP Performance Units, 39,811 OP Series 1 Preferred Units and 2,862 OP Series A Preferred Units. A true and complete list, as of the date hereof, of all of the issued and outstanding partnership and other equity interests of the Operating Partnership is set forth on Section 3.4(a‎Section 4.7(a) of the Company Disclosure Letter, along with the record owners thereof. Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the The outstanding share capital or other Equity Securities shares of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allottedissued, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Laws, Law and all requirements set forth in (1A) the Organizational Governing Documents of each such Subsidiary, and (2B) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundsecurities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens, Liens imposed by the Governing Documents of such Subsidiary and Liens arising under applicable securities Laws. (b) Except as contemplated by this Agreement or set forth on Section 4.7(b) of the other Transaction DocumentsCompany Disclosure Letter, the Company owns, directly or indirectly through its Subsidiaries, owns of record and beneficially all the issued and outstanding Equity Securities shares of capital stock or equity interests of such Subsidiaries (or, in the case of the Operating Partnership, the general partnership interest and the limited partnership interests set forth on ‎Section 4.7(a) of the Company Disclosure Letter) free and clear of any Encumbrances Liens other than Permitted EncumbrancesLiens, Liens imposed by the Governing Documents of such Subsidiary and Liens arising under applicable securities Laws. (c) Except as set forth in Section 3.4(aon ‎Section 4.7(c) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction DocumentsLetter, there are no outstanding subscriptions, options, phantom units, incentive units, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities capital stock of such SubsidiarySubsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securitiesequity interests, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities equity interests of such Subsidiary Subsidiaries or the value of which is determined by reference to shares or other Equity Securities equity interests of such Subsidiarythe Subsidiaries (collectively, “Subsidiary Awards”, together with Company Awards, the “Mobile Awards”), and there are no voting trusts, registration rights, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securitiescapital stock. (d) Except as set forth in this ‎Section 4.7(d) of the Company Disclosure Letter, no Subsidiary Award as a result of the consummation of the transactions contemplated herein, accelerates or otherwise becomes triggered (whether as to vesting, exercisability, convertibility or otherwise).

Capitalization of Subsidiaries. (a) The share outstanding shares of capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter stock or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities equity interests of each of the Company’s Grosvenor Companies’ Subsidiaries (i) have been duly authorized and validly issued and allottedissued, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundsecurities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens. (b) Except as contemplated by this Agreement or set forth on Section 3.7(b) of the other Transaction DocumentsGrosvenor Companies Disclosure Letter, following the completion of the Pre-Closing Restructuring, the Company owns, directly or indirectly through its Subsidiaries, Grosvenor Companies will collectively own of record and beneficially all the issued and outstanding Equity Securities shares of such capital stock or equity interests of the Grosvenor Companies’ Subsidiaries (prior to the Pre-Closing Restructuring, notwithstanding Section 1.2(e)) free and clear of any Encumbrances Liens other than Permitted Encumbrancesrestrictions arising under applicable securities Laws and the Governing Documents of such Subsidiaries (as applicable). (c) Except as set forth in on Section 3.4(a3.7(c) of the Company Grosvenor Companies Disclosure Letter and as contemplated by this Agreement or the other Transaction DocumentsLetter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities capital stock of such Subsidiaryany Subsidiaries of the Grosvenor Companies, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securitiesequity interests, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities equity interests of such Subsidiary Subsidiaries or the value of which is determined by reference to shares or other Equity Securities equity interests of such SubsidiarySubsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of any Grosvenor Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securitiescapital stock. (d) As of the date hereof and as of immediately prior to the Effective Time, the authorized capital stock of GCM PubCo is 100 shares of common stock, par value $0.0001 per share, all of which shares are issued and outstanding. GCM Pubco was formed solely for the purpose of effecting the Transactions and has not engaged in any business activities or conducted any operations other than in connection with the Transactions and has no, and at all times prior to the Closing except as expressly contemplated by this Agreement, the Ancillary Agreements and the other documents and Transactions, will have no, material assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.

Capitalization of Subsidiaries. The outstanding shares of capital stock (a) The share capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities equity interests) of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allottedand, and are, to the extent if applicable, are fully paid and non-assessable; assessable (ii) have been offered, sold, issued and allotted in compliance with applicable Law, including federal and state securities Lawswhere such concepts are applicable), and all requirements set forth in (1) the Organizational Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise bound; and (iii) are have not subject to, nor have they been issued in violation of, of any purchase option, call option, right of first refusal, pre-emptive subscription right, subscription right preemptive or any similar right under any provision right. The Company or one or more of any applicable Law, the Organizational Documents of each such Subsidiary or any other Contract, in any such case to which each such Subsidiary is a party or otherwise bound. (b) Except as contemplated by this Agreement or the other Transaction Documents, the Company owns, directly or indirectly through its Subsidiaries, wholly owned Subsidiaries own of record and beneficially all the issued and outstanding Equity Securities shares of such capital stock (or other equity interests) of each of its Subsidiaries free and clear of any Encumbrances Liens other than Permitted Encumbrances. (a) as may be set forth in the certificate of formation, limited liability company agreement, limited partnership agreement, certificate of incorporation or bylaws, or similar organizational documents of such Subsidiary, (b) for any restrictions on sales of securities under applicable securities Laws and (c) Except as set forth in Section 3.4(a) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction Documents, there Permitted Liens. There are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary convertible into or exercisable or exchangeable for for, or valued by reference to, any Equity Securities shares of capital stock (or other equity interests) of such SubsidiarySubsidiaries, any other commitments, calls, conversion rights, rights of exchange commitments or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional sharesshares (or other equity interests), the sale of treasury shares or other Equity Securitiesshares, or for the repurchase or redemption by of such Subsidiary Subsidiaries’ shares of shares capital stock (or other Equity Securities of such Subsidiary the value of which is determined by reference to shares equity interests), or other Equity Securities of such Subsidiary, and there are no voting trusts, proxies or any agreements of any kind which may obligate any such Subsidiary of the Company to issue, deliver, purchase, sell, register for sale, redeem or otherwise acquire any of its Equity Securitiesshares of capital stock (or other equity interests). Except for the equity interests of the Subsidiaries set forth on Schedule 4.2, neither the Company nor any of its Subsidiaries owns any equity interest in any other Person.

Capitalization of Subsidiaries. (a) The share capital of each Subsidiary Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement are set forth on Section 3.4(aof (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company Disclosure Letter. Except as set forth on Section 3.4(aissued and outstanding and (ii) the identity of the Company Disclosure Letter Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities equity interests of each of the Company’s Subsidiaries (iw) have been duly authorized and validly issued and allottedissued, and are, to the extent applicable, fully paid and non-assessable; (iix) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundsecurities; and (iiiy) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound; and (z) are free and clear of any Liens (other than Permitted Liens). (b) Except as contemplated by this Agreement or the other Transaction Documents, the Company owns, directly or indirectly through its Subsidiaries, of record and beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Encumbrances other than Permitted Encumbrances. (c) Except as set forth in Section 3.4(a) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction Documents, there There are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities capital stock of such SubsidiarySubsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securitiesequity interests, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities equity interests of such Subsidiary Subsidiaries or the value of which is determined by reference to shares or other Equity Securities equity interests of such Subsidiarythe Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securitiescapital stock.

Capitalization of Subsidiaries. (a) The share outstanding shares of capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter stock or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allottedissued, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state applicable securities Laws, and all requirements set forth in (1) the Organizational Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundsecurities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens. (b) Except as contemplated by this Agreement or set forth on Section 4.7(b) of the other Transaction DocumentsCompany Disclosure Letter, the Company owns, directly or indirectly through its Subsidiaries, owns of record and beneficially all the issued and outstanding Equity Securities shares of capital stock or equity interests of such Subsidiaries free and clear of any Encumbrances Liens other than Permitted EncumbrancesLiens. (c) Except as set forth in on Section 3.4(a4.7(c) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction DocumentsLetter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities capital stock of such SubsidiarySubsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securitiesequity interests, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities equity interests of such Subsidiary Subsidiaries or the value of which is determined by reference to shares or other Equity Securities equity interests of such Subsidiarythe Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securitiescapital stock.

Capitalization of Subsidiaries. (a) The share capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a4.05(a) of the Company Seller Disclosure Letter or as contemplated by this Agreement or the other Transaction DocumentsSchedule, the outstanding share capital or other Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized the Company Entities do not own, directly or indirectly, any capital stock of, or voting securities or Equity Interests in, any Person (except for the capital stock of, or voting securities or Equity Interests in, its direct or indirect Subsidiaries) and validly issued such Section 4.05(a) of the Seller Disclosure Schedule sets forth a true, correct and allottedcomplete list of the number and type of Equity Interests (and related percentage of ownership) owned, directly or indirectly by any Company Entity and are, to the extent applicable, fully paid any other holders thereof in such Person and non-assessable; (ii) have been offeredeach outstanding share of capital stock of, soldor voting securities or Equity Interests in, each Subsidiary of the Company Entities, and to the Knowledge of the Seller, each Minority Investment Entity, held by the Company Group was issued and allotted granted in compliance in all material respects with all applicable Law, including federal and state securities Laws, Organizational Documents, preemptive rights and other similar contracts with respect thereto and is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights and is owned, directly or indirectly, beneficially and of record by the Company Entities or another member of the Company Group free and clear of all requirements set forth in (1) the Organizational Documents of each such Subsidiary, and (2) any Liens other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise bound; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Documents of each such Subsidiary or any other Contract, in any such case to which each such Subsidiary is a party or otherwise boundthan Permitted Liens. (b) Except as contemplated by this Agreement or the other Transaction Documents, the Company owns, directly or indirectly through its Subsidiaries, of record and beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Encumbrances other than Permitted Encumbrances. (ci) Except as set forth in on Section 3.4(a4.05(b) of the Seller Disclosure Schedule, (ii) pursuant to the Organizational Documents of the Company Disclosure Letter and Group, or (iii) as contemplated by this Agreement would not, individually or in the other Transaction Documentsaggregate, be material to the Company Group, taken as a whole, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities of such Subsidiary, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securities, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities of such Subsidiary the value of which is determined by reference to shares or other Equity Securities of such Subsidiary, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary member of the Company Group (other than the Company Entities) or, to issuethe Knowledge of the Seller, purchase, register for saleany Minority Investment Entity to repurchase, redeem or otherwise acquire any capital stock, voting securities or equity interests in such Subsidiary or, to the Knowledge of its Equity Securitiesthe Seller, Minority Investment Entity, or obligate any member of the Company Group (other than the Company Entities) to grant, extend or enter into any such agreements.

Capitalization of Subsidiaries. (a) The share capital All of the outstanding ownership interests in each Subsidiary of Fathom are owned by Fathom, directly or indirectly, free and clear of any Liens (other than the Company restrictions under applicable Securities Laws and Liens securing obligations under any Fathom Financing Agreements) and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such ownership interests) and have not been issued in violation of preemptive or similar rights. Schedule 5.07(a) of the Fathom Schedules sets forth, as of the date Execution Date, a true, correct and complete list of this Agreement are set forth on Section 3.4(a) all of the Company Disclosure Letterissued and outstanding membership, limited liability company and other equity, ownership, profit, voting or similar interests in, or securities of, the Subsidiaries of Fathom, together with all interests or securities convertible into or exchangeable or exercisable for any of the foregoing and all rights, commitments or arrangements to subscribe for or acquire (or obligations or commitments of Fathom to issue, sell or otherwise transfer) any such interests or securities of Fathom’s Subsidiaries (collectively, “Fathom Subsidiary Securities”), including, in each case, (a) the record and beneficial owners thereof and (b) the number and class of units, shares or other interest or security held by each such record and beneficial owner. Except as set forth on Section 3.4(a) Schedule 5.07(a), as of the Company Disclosure Letter or as contemplated by this Agreement or the Execution Date there are no other Transaction Documents, the outstanding share capital Fathom Subsidiary Securities or other Equity Securities equity interests of each Fathom or its Subsidiaries authorized, reserved, issued or outstanding. As of the Company’s Subsidiaries Execution Date, all of the issued and outstanding Fathom Subsidiary Securities (i) have been duly authorized and validly issued and allotted, and are, to the extent applicable, are fully paid and non-assessable; nonassessable, (ii) have been offered, sold, were issued and allotted in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise bound; Securities Law and (iii) are were not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Documents of each such Subsidiary preemptive or any other similar rights or Contract, in any such case to which each such Subsidiary is a party or otherwise bound. (b) Except as contemplated by this Agreement or the other Transaction Documents, the Company owns, directly or indirectly through its Subsidiaries, of record and beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Encumbrances other than Permitted Encumbrances. (c) Except as set forth in Section 3.4(a) on Schedule 5.07(b), as of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction DocumentsExecution Date, for each Subsidiary of Fathom, there are (i) no outstanding subscriptions, calls, options, warrants, rights or other securities (including debt securities) convertible into or exchangeable or exercisable for Fathom Subsidiary Securities or the equity interests of any such Subsidiary exercisable of Fathom, or exchangeable for any Equity Securities of such Subsidiary, any other commitmentsContracts to which a Subsidiary of Fathom is a party or by which a Subsidiary of Fathom is bound obligating Fathom or its Subsidiaries to issue or sell any shares of capital stock of, callsother equity interests in or debt securities of, conversion Fathom or its Subsidiaries, (ii) no equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in any Subsidiaries of exchange Fathom, (iii) no outstanding contractual obligations of Fathom or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securities, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities of such Subsidiary the value of which is determined by reference its Subsidiaries to shares or other Equity Securities of such Subsidiary, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary to issue, purchase, register for salerepurchase, redeem or otherwise acquire any securities or equity interests of Fathom or its Subsidiary or make payments in respect of such shares, including based on the value thereof, or to make any investment (in the form of a loan, capital Table of Contents contribution or otherwise) in any other Person, and (iv) no outstanding bonds, debentures, notes or other indebtedness of Fathom or its Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the equityholders of Fathom’s Subsidiaries may vote. Except as set forth on Schedule 5.07(b)(v), as of the Execution Date Fathom is not party to any (i) voting trusts, proxies, equityholders agreements, registration rights agreements relating to its equity interests or other similar agreements or understandings to which any Subsidiary of Fathom is a party or by which any Subsidiary of Fathom is bound with respect to the voting or transfer of any shares of capital stock of such Subsidiary, or (ii) obligations or commitments of Fathom or any of its Equity Subsidiaries to repurchase, redeem or otherwise acquire any Fathom Subsidiary Securities or the equity interests of Fathom. Except for Fathom Subsidiary Securities, neither Fathom nor any of its Subsidiaries owns any equity, ownership, profit, voting or similar interest in or any interest convertible, exchangeable or exercisable for, any equity, profit, voting or similar interest in, any Person.

Capitalization of Subsidiaries. (a) The share outstanding shares of capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter stock or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allottedissued, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Laws, Law and all requirements set forth in (1A) the Organizational Governing Documents of each such Subsidiary, and (2B) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundsecurities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) Except as contemplated by this Agreement or the other Transaction Documents, the The Company owns, directly or indirectly through its Subsidiaries, owns of record and beneficially all the issued and outstanding Equity Securities shares of capital stock or equity interests of such Subsidiaries free and clear of any Encumbrances Liens other than Permitted EncumbrancesLiens. (c) Except as set forth in Section 3.4(aon ‎Section 4.7(c) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction DocumentsLetter, there are no outstanding subscriptions, options, phantom units incentive units, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities capital stock of such SubsidiarySubsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securitiesequity interests, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities equity interests of such Subsidiary Subsidiaries or the value of which is determined by reference to shares or other Equity Securities equity interests of such Subsidiarythe Subsidiaries (collectively, “Subsidiary Awards”), and there are no voting trusts, registration rights, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securitiescapital stock. (d) Except as set forth in this ‎Section 4.7(d) of the Company Disclosure Letter, no Subsidiary Award as a result of the consummation of the transactions contemplated herein, accelerates or otherwise becomes triggered (whether as to vesting, exercisability, convertibility or otherwise).

Capitalization of Subsidiaries. (a) The share outstanding shares of capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter stock or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allotted, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundsecurities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens. (b) Except as contemplated by this Agreement or the other Transaction Documents, the The Company owns, directly or indirectly through its Subsidiaries, owns of record and beneficially all the issued and outstanding Equity Securities shares of capital stock or equity interests of such Subsidiaries free and clear of any Encumbrances Liens other than Permitted EncumbrancesLiens. (c) Except as set forth in Section 3.4(a4.7(c) of the Company Disclosure Letter sets forth the class and number of equity interests of each entity (collectively, the “Minority-Owned Entities”) in which the Company, directly or indirectly, has a minority interest (collectively, “Minority Interests”). To the knowledge of the Company, the Minority Interests (i) have been duly authorized and validly issued and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of the applicable Minority-Owned Entities and (2) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Table of Contents Governing Documents of the applicable Minority-Owned Entities or any Contract to which any such Minority-Owned Entity is a party or otherwise bound; and (iv) are free and clear of any Liens. (d) Except as contemplated by this Agreement or set forth on Section 4.7(d) of the other Transaction DocumentsCompany Disclosure Letter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities capital stock of such SubsidiarySubsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securitiesequity interests, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities equity interests of such Subsidiary Subsidiaries or the value of which is determined by reference to shares or other Equity Securities equity interests of such Subsidiarythe Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securitiesequity interests or vote its equity interests in any manner.

Capitalization of Subsidiaries. (a) The share Schedule 4.07(a) sets forth a list of each of the Subsidiaries of the Company, including (i) its name and jurisdiction of incorporation or formation, (ii) the number of authorized (if applicable), issued and outstanding shares of each class of its capital stock, units, partnership interests or membership interests, as applicable, and (iii) the holder of such shares, units, or interests, as applicable. All of the outstanding equity securities in each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities of each of the Company’s Subsidiaries (iA) have been duly authorized and validly issued and allottedand, and are, to the extent if applicable, are fully paid and non-assessable; nonassessable, (iiB) have been offered, sold, were issued and allotted in compliance in all material respects with the organizational documents of such Subsidiary and applicable Law, including federal and state securities Securities Laws, and all requirements set forth (iv) were not issued in (1) the Organizational Documents breach or violation of each such Subsidiaryany preemptive rights or Contract, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise bound; and (iiiv) are not subject to, nor have they been issued in violation of, any purchase option, call option, right owned of first refusal, pre-emptive right, subscription right or any similar right under any provision record and beneficially by the Persons set forth on Schedule 4.07(a) free and clear of any Liens (other than Permitted Liens and the restrictions under applicable Law, the Organizational Documents of each such Subsidiary or any other Contract, in any such case to which each such Subsidiary is a party or otherwise boundSecurities Laws). (b) Except as contemplated by this Agreement or the other Transaction Documents, the Company owns, directly or indirectly through its Subsidiaries, of record and beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Encumbrances other Other than Permitted Encumbrances. (c) Except as set forth in Section 3.4(a) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction Documentson Schedule 4.07(a), there are no outstanding subscriptions(i) securities of any of the Company’s Subsidiaries convertible into or exchangeable for equity securities in such Subsidiary of the Company, (ii) obligations, options, warrants, rights warrants or other securities rights (including debt securities) preemptive rights), commitments or arrangements to acquire from any of the Company’s Subsidiaries, or other obligations or commitments of any such Subsidiary exercisable of the Company’s Subsidiaries to issue, sell or otherwise transfer, any equity securities in, or any securities convertible into or exchangeable for any Equity Securities of such Subsidiaryequity securities in, any other commitments, calls, conversion Subsidiary of the Company or (iii) equity appreciation rights, “phantom” equity or similar rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any equity securities in, any Subsidiary of exchange or privilege the Company (whether pre-emptive, contractual or by matter of Lawthe items in clauses (a)-(c), plans or other agreements of any character providing for in addition to all equity securities in the issuance by any such Company’s Subsidiaries, collectively, “Company Subsidiary of additional shares, the sale of treasury shares or other Equity Securities, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities of such Subsidiary the value of which is determined by reference to shares or other Equity Securities of such Subsidiary, and there ”). There are no (A) voting trusts, proxies proxies, equityholders agreements or other similar agreements or understandings to which any Subsidiary of the Company is a party or by which any Subsidiary of the Company is bound with respect to the voting or transfer of any kind which may obligate of its equity securities, or (B) obligations or commitments of any such Subsidiary of the Company’s Subsidiaries to issue, purchase, register for salerepurchase, redeem or otherwise acquire any of the Company Subsidiary Securities or make payments in respect of the Company Subsidiary Securities, including based on the value thereof, or to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. Except for the Company Subsidiary Securities, neither the Company nor any of its Equity SecuritiesSubsidiaries owns any equity securities in, or any interest convertible, exchangeable or exercisable for, any equity securities in, any Person.

Capitalization of Subsidiaries. (a) The share outstanding shares of capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter stock or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allottedissued, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundsecurities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens. (b) Except as contemplated by this Agreement or set forth on Section 4.7(b) of the other Transaction DocumentsCompany Disclosure Letter, the Company owns, directly or indirectly through its Subsidiaries, owns of record and beneficially all the issued and outstanding Equity Securities shares of capital stock or equity interests of such Subsidiaries free and clear of any Encumbrances Liens other than Permitted EncumbrancesLiens, and neither the Company nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any other corporation, partnership, joint venture or business association or other entity. (c) Except as set forth in on Section 3.4(a4.7(c) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction DocumentsLetter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities capital stock of such SubsidiarySubsidiaries, or any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securitiesequity interests, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities equity interests of such Subsidiary Subsidiaries or the value of which is determined by reference to shares or other Equity Securities equity interests of such Subsidiarythe Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securitiescapital stock.

Capitalization of Subsidiaries. (a) The share capital All of the issued and outstanding Equity Securities of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) Schedule 4.07(a). All of the issued and outstanding Equity Securities of each Subsidiary of the Company Disclosure Letterare owned of record and beneficially, directly or indirectly, by the Company. Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction DocumentsSchedule 4.07(a), the outstanding share capital or other Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allottedissued, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, sold and issued and allotted in compliance in all material respects with applicable Law, including federal and state securities Securities Laws, and all requirements set forth in (1) the Organizational Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundEquity Securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens (other than restrictions arising under applicable Law, the Company’s Organizational Documents and the Transaction Agreements), and, subject to the Laws of the applicable jurisdiction of incorporation or organization with respect to each Subsidiary of the Company, free of any restriction which prevents the payment of dividends to the Company or any of its Subsidiaries. (b) Except as contemplated by this Agreement or the other Transaction Documents, the Company owns, directly or indirectly through its Subsidiaries, of record and beneficially all the issued and There are no outstanding Equity Securities or options, restricted stock, restricted stock units, equity appreciation, phantom stock, profit participation, equity or equity-based rights or similar rights with respect to the Equity Securities of, or other equity or voting interest in, any Subsidiary of such Subsidiaries free and clear the Company. Except as set forth on Schedule 4.07(b), no Person is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Encumbrances Subsidiary of the Company. There are no warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other than Permitted EncumbrancesContract that could require any Subsidiary of the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of any Subsidiary of the Company. There are no outstanding bonds, debentures, notes or other indebtedness of any Subsidiary of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the equityholders of the Company’s Subsidiaries may vote. (c) Except as set forth in Section 3.4(a) As of the date of this Agreement, neither the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction Documents, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) nor any of any such Subsidiary exercisable or exchangeable for its Subsidiaries owns any Equity Securities of such Subsidiary, in any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securities, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities of such Subsidiary the value of which is determined by reference to shares or other Equity Securities of such Subsidiary, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity SecuritiesPerson.

Capitalization of Subsidiaries. (a) The share capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allotted, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, acquired, issued and allotted in compliance with applicable Law, including federal and state securities Laws, corporate Laws, and foreign exchange Laws, and all requirements set forth in (1A) the Organizational Documents of each such Subsidiary, and (2B) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise bound; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Documents of each such Subsidiary or any other Contract, in any such case to which each such Subsidiary is a party or otherwise bound. (b) Except as set forth in Section 3.4(b) of the Company Disclosure Schedules or as contemplated by this Agreement or the other Transaction Documents, the Company ownshas exclusive and full legal ownership, directly or indirectly through its Subsidiaries, of record and beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Encumbrances other than Permitted Encumbrances. (c) Except as set forth in Section 3.4(a) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction Documents, there There are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary of the Company exercisable or exchangeable for any Equity Securities of such Subsidiary, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or the issuance or sale by such Subsidiary of other Equity SecuritiesSecurities of such Subsidiary, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities of such Subsidiary the value of which is determined by reference to shares or other Equity Securities of such Subsidiary, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securities.

Capitalization of Subsidiaries. (a) The share capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allottedissued, and (ii) are, to the extent applicable, fully paid and non-assessable; , (iiiii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Governing Documents of each such Subsidiary, the applicable Subsidiary and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such the applicable Subsidiary is a party or otherwise bound; and , (iiiiv) are have not subject to, nor have they been issued in violation of, of any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such the applicable Subsidiary or any other Contract, in any such case Contract to which each such the applicable Subsidiary is was a party or otherwise boundbound at the time of such issuance and (v) subject to the Governing Documents of the applicable Subsidiary and the Contracts set forth in Section 5.7(a) of the Company Disclosure Letter, are free and clear of any Liens. (b) Except as contemplated by this Agreement The Company or the other Transaction Documents, another direct or indirect wholly owned Subsidiary of the Company owns, directly or indirectly through its Subsidiaries, owns of record and beneficially all the issued and outstanding Equity Securities of such each of the Company’s Subsidiaries free and clear of any Encumbrances Liens (other than Permitted EncumbrancesLiens). (c) Except as set forth in Section 3.4(a5.7(c) of the Company Disclosure Letter and Letter, as contemplated by this Agreement or of the other Transaction Documentsdate hereof, there are no outstanding (i) subscriptions, calls, options, warrants, rights (including preemptive rights), puts or other securities (including debt securities) convertible into or exchangeable or exercisable for Equity Securities of any such Subsidiary exercisable of the Company’s Subsidiaries or exchangeable for any other Contracts to which any of the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating any of the Company’s Subsidiaries to issue or sell any Equity Securities of such Subsidiary, any other commitments(ii) equity equivalents, calls, conversion stock appreciation rights, phantom stock ownership interests or similar rights in any of exchange the Company’s Subsidiaries, (iii) Contracts to which the Company or privilege (whether pre-emptive, contractual any of its Subsidiaries is a party or by matter which the Company or any of Law), plans or other agreements its Subsidiaries is bound obligating any of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securities, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities of such Subsidiary the value of which is determined by reference Company’s Subsidiaries to shares or other Equity Securities of such Subsidiary, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary to issue, purchase, register for salerepurchase, redeem or otherwise acquire any Equity Securities of its such Subsidiary or (iv) bonds, debentures, notes or other indebtedness of any of the Company’s Subsidiaries having the right to vote (or convertible into, or exchangeable for, Equity SecuritiesSecurities of such Subsidiary having the right to vote) on any matter on which the holders of Equity Securities of such Subsidiary may vote.

Capitalization of Subsidiaries. (a) The share outstanding shares of capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documentsstock, the outstanding share capital or other Equity Securities ownership interests, as applicable, of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allotted, and are, to the extent applicable, are fully paid and non-assessable; (ii) have been offered, sold, issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements nonassessable. Except as set forth in (1) Schedule 3.7, the Organizational Documents Company or one or more of each such Subsidiaryits wholly-owned Subsidiaries own of record and beneficially all the issued and outstanding shares of capital stock, and (2) any or other applicable Contracts governing the issuance or allotment ownership interests, as applicable, of such securities to which Subsidiaries free and clear of any Liens other than Permitted Liens and all such Subsidiary is a party outstanding shares of capital stock, or otherwise bound; and (iii) other ownership interests, as applicable, of such Subsidiaries are not subject to, nor have they been to or issued in violation of, of any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any the local or state law applicable Lawto such shares, the Organizational Documents such Subsidiary’s certificate of each such Subsidiary incorporation, bylaws or other organizational document, or any other Contract, in any such case Contract to which each such Subsidiary the Company or any of its Subsidiaries is a party or it or any of its properties or assets is otherwise bound. (b) Except as contemplated by this Agreement or the other Transaction Documents, the Company owns, directly or indirectly through its Subsidiaries, of record and beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Encumbrances other than Permitted Encumbrances. (c) Except as set forth in Section 3.4(a) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction Documents, there . There are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities capital stock, or other ownership interests, as applicable, of such SubsidiarySubsidiaries, any other commitments, calls, conversion rights, rights of exchange commitments or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securitiesshares, or for the repurchase or redemption by such Subsidiary of shares of such Subsidiaries’ capital stock, or other Equity Securities of such Subsidiary the value of which is determined by reference to shares ownership interests, as applicable, or other Equity Securities of such Subsidiary, and there are no voting trusts, proxies or any agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securitiescapital stock, or other ownership interests, as applicable. Except for its interests in its Subsidiaries and except for the ownership interests set forth in Schedule 3.7, the Company does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity or equity-linked interest, or hold any Voting Company Debt, or other ownership interests in any Person (other than such shares or interests having a value that is not material).

Capitalization of Subsidiaries. (a) The share outstanding shares of capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital stock or other Equity Securities equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allotted, and are, to the extent applicable, are fully paid and non-assessable; nonassessable. Except as set forth on Section 5.07(a) of the Company Disclosure Letter, all of the outstanding ownership interests in each Subsidiary of the Company are owned by the Company, directly or indirectly, free and clear of any Liens (ii) have been offered, sold, issued and allotted in compliance with other than the restrictions under applicable Law, including federal and state securities Securities Laws, and all requirements set forth in (1) transfer restrictions existing under the Organizational terms of the Governing Documents of each such Subsidiary, and (2Permitted Liens) and free of any other applicable Contracts governing limitation or restriction (including any restriction on the issuance right to vote, sell or allotment otherwise dispose of such securities to which such Subsidiary is a party or otherwise bound; ownership interests) and (iii) are have not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right preemptive or any similar right under any provision of any applicable Law, the Organizational Documents of each such Subsidiary or any other Contract, in any such case to which each such Subsidiary is a party or otherwise boundrights. (b) Except as contemplated by this Agreement or the other Transaction Documents, the Company owns, directly or indirectly through its Subsidiaries, of record and beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Encumbrances other than Permitted Encumbrances. (c) Except as set forth in on Section 3.4(a5.07(b) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction DocumentsLetter, there are no outstanding subscriptions(i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for ownership interests in any Subsidiary of the Company, (ii) obligations, options, warrants, rights warrants or other securities rights (including debt securities) preemptive rights), commitments or arrangements to acquire from the Company or any of its Subsidiaries, or other obligations or commitments of the Company or any such Subsidiary exercisable of its Subsidiaries to issue, sell or otherwise transfer, any ownership interests in, or any securities convertible into or exchangeable for any Equity Securities ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any ownership interests in, any Subsidiary of the Company (the items in clauses (a)-(c), in addition to all ownership interests of the Company’s Subsidiaries, being referred to collectively as the “Company Subsidiary Securities”). There are no (x) voting trusts, proxies, equityholders agreements or other similar agreements or understandings to which any Subsidiary of the Company is a party or by which any Subsidiary of the Company is bound with respect to the voting or transfer of any shares of capital stock of such Subsidiary, or (y) obligations or commitments of the Company or any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securities, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities of such Subsidiary the value of which is determined by reference its Subsidiaries to shares or other Equity Securities of such Subsidiary, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary to issue, purchase, register for salerepurchase, redeem or otherwise acquire any of the Company Subsidiary Securities or make payments in respect of such shares, including based on the value thereof, or to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. Except for the Company Subsidiary Securities, neither the Company nor any of its Equity SecuritiesSubsidiaries owns any equity, ownership, profit, voting or similar interest in or any interest convertible, exchangeable or exercisable for, any equity, profit, voting or similar interest in, any Person.

Capitalization of Subsidiaries. (a) The share capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the issued and outstanding share capital or other Equity Securities of each of the Company’s Subsidiaries (including, for the avoidance of doubt, those Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter) (i) have been duly authorized and validly issued and allotted, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, offered and issued and allotted in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which by such Subsidiary is a party or otherwise boundSubsidiary; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each any such Subsidiary is a party or otherwise bound; and (iv) were issued free and clear of any Liens. (b) Except as contemplated by this Agreement or the other Transaction Documents, the The Company owns, directly or indirectly through its Subsidiaries, owns of record and beneficially all the issued and outstanding Equity Securities of such its Subsidiaries (including, for the avoidance of doubt, those Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter) and, as of the Closing Date, upon completion of the MultiplAI Contribution, except if the MultiplAI Share Purchase Agreement has been terminated in accordance with its terms, its Subsidiaries and MultiplAI, free and clear of any Encumbrances Liens other than Permitted EncumbrancesLiens. (c) Except as set forth in on Section 3.4(a4.7(c) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction DocumentsLetter, there are no outstanding subscriptions, options, restricted shares, restricted share units, share appreciation rights, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities of such Subsidiarythe Company’s Subsidiaries (including, for the avoidance of doubt, those Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter) and, as of the Closing Date, upon completion of the Restructuring and the MultiplAI Contribution, except if the MultiplAI Share Purchase Agreement has been terminated in accordance with its terms, the Company’s Subsidiaries, MultiplAI and MultiplAI’s Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptivepreemptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securities, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities of such Subsidiary Subsidiaries or the value of which is determined by reference to shares or other Equity Securities of such SubsidiarySubsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity SecuritiesSecurities or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person.

Capitalization of Subsidiaries. (a) The share capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allotted, and are, to the extent applicableapplicable and where required by applicable Laws, fully paid and non-assessable; (ii) have been offered, sold, issued and allotted in compliance with applicable LawLaws, including federal and state securities Laws, and all requirements set forth in (1x) the Organizational Documents of each such Subsidiary, and (2y) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise bound; and (iii) except as set forth on Section 3.4(a) of the Company Disclosure Letter, are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Documents of each such Subsidiary or any other Contract, in any such case to which each such Subsidiary is a party or otherwise bound. (b) Except as set forth on Section 3.2 of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the Company owns, directly or indirectly through its Subsidiaries, of record and beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Encumbrances other than Permitted Encumbrances. (c) Except as set forth in on Section 3.4(a3.4(c) of the Company Disclosure Letter and or as contemplated by this Agreement or the other Transaction Documents, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities of such Subsidiary, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or the issuance or sale by such Subsidiary of other Equity SecuritiesSecurities of such Subsidiary, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities of such Subsidiary the value of which is determined by reference to shares or other Equity Securities of such Subsidiary, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securities.

Capitalization of Subsidiaries. (a) The share outstanding shares of capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter stock or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allottedissued, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundsecurities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens. (b) Except as contemplated by this Agreement or the other Transaction Documents, the The Company owns, directly or indirectly through its Subsidiaries, owns of record and beneficially all the issued and outstanding Equity Securities shares of capital stock or equity interests of such Subsidiaries free and clear of any Encumbrances Liens other than Permitted EncumbrancesLiens. (c) Except as set forth in on Section 3.4(a4.7(c) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction DocumentsLetter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities capital stock of such SubsidiarySubsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securitiesequity interests, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities equity interests of such Subsidiary Subsidiaries or the value of which is determined by reference to shares or other Equity Securities equity interests of such Subsidiarythe Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securitiescapital stock or other equity interests.

Capitalization of Subsidiaries. (a) The share capital All of the issued and outstanding Equity Securities of each Subsidiary of the Company as of are beneficially, directly or indirectly, owned by the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure LetterCompany. Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other The Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allottedissued, and are, to the extent applicable, fully paid and non-assessableassessable in accordance with their Organizational Documents; (ii) have been offered, sold, sold and issued and allotted in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundEquity Securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound; and (iv) to the Knowledge of the Company are free and clear of any Liens (other than Liens arising under applicable Laws, the Company’s Organizational Documents, and the Ancillary Documents), and, subject to the Laws of the applicable jurisdiction of incorporation or organization with respect to each Subsidiary of the Company, free of any restriction which prevents the payment of dividends to the Company or any of its Subsidiaries. (b) Except as contemplated There are no (i) outstanding options, restricted stock, restricted stock units, equity appreciation, phantom stock, profit participation, equity or equity-based rights or similar rights with respect to the Equity Securities of, or other equity or voting interest, issued by this Agreement any Subsidiary of the Company; (ii) Persons entitled to any pre-emptive or the other Transaction Documents, the Company owns, directly or indirectly through its Subsidiaries, of record and beneficially all the issued and outstanding similar rights to subscribe for Equity Securities of such Subsidiaries free and clear any Subsidiary of the Company; (iii) warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contract that could require any Subsidiary of the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities of any Encumbrances Subsidiary of the Company; and (iv) outstanding bonds, debentures, notes or other than Permitted Encumbrancesindebtedness of any Subsidiary of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the equity-holders of the Company’s Subsidiaries may vote. (c) Except as set forth in Section 3.4(a) As of the date of this Agreement, neither the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction Documents, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) nor any of any such Subsidiary exercisable or exchangeable for its Subsidiaries owns any Equity Securities of such Subsidiary, in any Person other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for than the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securities, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities of such Subsidiary the value of which is determined by reference to shares or other Equity Securities of such Subsidiary, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity SecuritiesGroup Companies.

Capitalization of Subsidiaries. (a) The share capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction DocumentsLetter, the outstanding share capital or other Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allotted, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise bound; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Documents of each such Subsidiary or any other Contract, in any such case to which each such Subsidiary is a party or otherwise bound. (b) Except as set forth on Section 3.4(b) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the Company owns, directly or indirectly through its Subsidiaries, of record and beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Encumbrances other than Permitted Encumbrances. (c) Except as set forth in on Section 3.4(a3.4(c) of the Company Disclosure Letter and or as contemplated by this Agreement or the other Transaction Documents, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities of such Subsidiary, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or the issuance or sale by such Subsidiary of other Equity SecuritiesSecurities of such Subsidiary, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities of such Subsidiary the value of which is determined by reference to shares or other Equity Securities of such Subsidiary, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securities.

Capitalization of Subsidiaries. (a) The share outstanding shares of capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter stock or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allottedissued, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Laws, Law and all requirements set forth in (1A) the Organizational Governing Documents of each such Subsidiary, and (2B) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundsecurities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) Except as contemplated by this Agreement or the other Transaction Documents, the The Company owns, directly or indirectly through its Subsidiaries, owns of record and beneficially all the issued and outstanding Equity Securities shares of capital stock or equity interests of such Subsidiaries free and clear of any Encumbrances Liens other than Permitted EncumbrancesLiens. (c) Except as set forth in on Section 3.4(a4.7(c) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction DocumentsLetter, there are no outstanding subscriptions, options, phantom units incentive units, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities capital stock of such SubsidiarySubsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securitiesequity interests, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities equity interests of such Subsidiary Subsidiaries or the value of which is determined by reference to shares or other Equity Securities equity interests of such Subsidiarythe Subsidiaries (collectively, “Subsidiary Awards”), and there are no voting trusts, registration rights, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securitiescapital stock. (d) Except as set forth in this Section 4.7(d) of the Company Disclosure Letter, no Subsidiary Award as a result of the consummation of the transactions contemplated herein, accelerates or otherwise becomes triggered (whether as to vesting, exercisability, convertibility or otherwise).

Capitalization of Subsidiaries. (a) The share capital of each Subsidiary Section 5.7(a) of the Company SIM Disclosure Letter sets forth, as of the date of this Agreement are set forth on Section 3.4(a) Agreement, with respect to each Subsidiary of SIM, the number of authorized shares of capital stock or equity interests of such Subsidiary, the number of issued and outstanding shares of capital stock or equity interests of such Subsidiary, the record owners thereof and the number of shares of capital stock or equity interests of such Subsidiary owned by each such record owner. All of the Company Disclosure Letter. Except as set forth on Section 3.4(a) issued and outstanding shares of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities stock and equity interests of each Subsidiary of the Company’s Subsidiaries (i) SIM have been duly authorized and validly issued and allottedissued, and are, to the extent applicable, are fully paid and non-assessable; nonassessable, were not issued in violation of any preemptive rights and, at the Closing, will be free and clear of all Liens (ii) have been offered, sold, issued and allotted in compliance with other than Liens arising under applicable Law, including federal and state securities Laws, and all requirements set forth Liens of the type described in clause (1h) of the Organizational Documents definition of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise bound; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right “Permitted Liens,” Liens arising under any provision of any the Ancillary Agreements or those restrictions on transfer contained in the governing documents of the applicable Law, the Organizational Documents Subsidiary of each such Subsidiary or any other Contract, in any such case to which each such Subsidiary is a party or otherwise boundSIM). (b) Except as contemplated by this Agreement or the other Transaction Documents, the Company owns, directly or indirectly through its Subsidiaries, of record and beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Encumbrances other than Permitted Encumbrances. (c) Except as set forth in Section 3.4(a5.7(b) of the Company SIM Disclosure Letter and or as contemplated by this Agreement may be issued, granted or entered into prior to the other Transaction DocumentsClosing in accordance with Section 3.2(c), Section 3.2(d), Section 3.5 or Section 8.2, there are no outstanding options, stock appreciation rights, subscriptions, options, warrants, warrants or rights (including any preemptive rights) with respect to capital stock or equity interests of any Subsidiary of SIM or other securities (including debt securities) convertible into or exchangeable or exercisable for shares of capital stock or equity interests of any such Subsidiary exercisable of SIM, and there are no Contracts to which any member of the SIM Group is a party or exchangeable for bound of any Equity Securities kind (i) that may obligate any Subsidiary of SIM to issue, purchase, redeem, sell, vote or otherwise acquire any capital stock or equity interests of such Subsidiary, any other commitments(ii) relating to options, calls, conversion stock appreciation rights, subscriptions, warrants or rights (including any preemptive rights) with respect to capital stock or equity interests of exchange or privilege (whether pre-emptive, contractual or by matter any Subsidiary of Law), plans SIM or other agreements securities convertible into or exchangeable or exercisable for shares of capital stock or equity interests of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares SIM or other Equity Securities, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities of such Subsidiary (iii) the value of which is determined by reference to shares of capital stock or other Equity Securities equity interests of such Subsidiaryany Subsidiary of SIM. (c) Except as may be entered into prior to the Closing in accordance with Section 8.2, and there are no stockholder agreements, investor rights agreements, registration rights agreements, voting agreements or trusts, proxies or agreements other Contracts or understandings in effect with respect to the voting, ownership, acquisition or transfer of any kind which shares of capital stock or equity interests in Subsidiaries of SIM (including Contracts relating to rights of first refusal, co-sale rights or drag-along rights). (d) Except for interests in their respective Subsidiaries or as may obligate be permitted prior to the Closing in accordance with Section 8.2, no member of the SIM Group owns, directly or indirectly, any such Subsidiary interest or investment in the form of equity in, and no member of the SIM Group is subject to issueany obligation or requirement to provide for or make any investment in, purchase, register for sale, redeem or otherwise acquire any Person (other than another member of its Equity Securitiesthe SIM Group).

Capitalization of Subsidiaries. (a) The share outstanding shares of capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter stock or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities equity interests of each of the Company’s Subsidiaries Subsidiaries: (i) have been duly authorized and validly issued and allottedissued, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundsecurities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound. (b) Except as contemplated by this Agreement or the other Transaction Documents, the The Company owns, directly or indirectly through its Subsidiaries, owns of record and beneficially all the number of issued and outstanding Equity Securities shares of capital stock or equity interests of such Subsidiaries as set forth on Section 4.2 of the Company Disclosure Letter, free and clear of any Encumbrances Liens other than Liens under the Governing Documents of the Company’s Subsidiaries and Permitted EncumbrancesLiens. (c) Except as set forth in Section 3.4(a) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction Documents, there There are no outstanding subscriptions, options, restricted stock units, stock appreciation rights, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities capital stock of such Subsidiaryany Subsidiary of the Company, any other equity interests or equity-related awards, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securitiesequity interests, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities equity interests of such Subsidiary Subsidiaries or the value of which is determined by reference to shares or other Equity Securities equity interests of such SubsidiarySubsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securitiescapital stock.

Capitalization of Subsidiaries. (a) The share outstanding shares of capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter stock or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allotted, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1A) the Organizational Governing Documents of each such Subsidiary, and (2B) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundsecurities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens. (b) Except as contemplated by this Agreement or set forth on Section 4.7(b) of the other Transaction DocumentsCompany Disclosure Letter, the Company owns, directly or indirectly through its Subsidiaries, owns of record and beneficially all the issued and outstanding Equity Securities shares of capital stock or equity interests of such Subsidiaries free and clear of any Encumbrances Liens other than Permitted EncumbrancesLiens. (c) Except as set forth in on Section 3.4(a4.7(c) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction DocumentsLetter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities capital stock of such SubsidiarySubsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares Treasury Shares or other Equity Securitiesequity interests, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities equity interests of such Subsidiary Subsidiaries or the value of which is determined by reference to shares or other Equity Securities equity interests of such Subsidiarythe Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securitiescapital stock.

Capitalization of Subsidiaries. (a) The share outstanding shares of capital stock or equity interests of each Subsidiary member of the Target Company Group (other than the Target Companies), each of which is set forth on Section 4.7(a) of the Target Company Disclosure Letter as of the date of this Agreement are set forth on Section 3.4(a) of and following the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction DocumentsReorganization, the outstanding share capital or other Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allotted, and are, to the extent applicable, fully paid and non-assessable; nonassessable, (ii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state applicable securities Laws, and all requirements set forth in (1A) the Organizational Governing Documents of each such Subsidiary, member of the Target Company Group as then in effect and (2B) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary member of the Target Company Group is a party or otherwise bound; and , (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary member of the Target Company Group as then in effect or any other Contract, in any such case Contract to which each such Subsidiary member of the Target Company Group is a party or otherwise bound.bound and (iv) are free and clear of any Liens, other than Permitted Liens, Liens pursuant to Permitted Indebtedness or restrictions on transfer arising under applicable securities Laws, or as set out in the Governing Documents of each member of the Target Company Group. ​ ​ ​ (b) Except Following the Reorganization, except as contemplated by this Agreement or set forth on Section 4.7(b) of the other Transaction DocumentsTarget Company Disclosure Letter, the Company owns, directly or indirectly through its Subsidiaries, Target Companies will own of record and beneficially all of the issued and outstanding Equity Securities shares of such Subsidiaries capital stock or equity interests of each member of the Target Company Group (other than the Target Companies) free and clear of any Encumbrances Liens, other than Permitted Encumbrances. (c) Except Liens or restrictions on transfer arising under applicable securities Laws or as set forth out in Section 3.4(a) the Governing Documents of such member of the Target Company Disclosure Letter Group. As of the date hereof, the members of the Target Company Group do not, and as contemplated by this Agreement following the Reorganization will not, own any equity interest (or the other Transaction Documents, there are no outstanding subscriptions, options, warrants, rights or any other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities of such Subsidiary, equity interest) in any other commitmentsPerson, calls, conversion rights, rights other than an interest in another member of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securities, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities of such Subsidiary the value of which is determined by reference to shares or other Equity Securities of such Subsidiary, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity SecuritiesTarget Company Group.

Capitalization of Subsidiaries. (a) The share outstanding shares of capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital stock or other Equity Securities equity interests of each of the CompanyBCG’s Subsidiaries (i) have been duly authorized and validly issued and allotted, and are, to the extent applicable, are fully paid and non-assessable; nonassessable. Except as set forth on Schedule 5.07(a) of the BCG Schedules, as of June 30, 2022, all of the outstanding ownership interests in each Subsidiary of BCG are owned by BCG, directly or indirectly, free and clear of any Liens (ii) have been offered, sold, issued and allotted in compliance with other than the restrictions under applicable Law, including federal and state securities Securities Laws, and all requirements set forth in (1) transfer restrictions existing under the Organizational terms of the Governing Documents of each such Subsidiary, and (2Permitted Liens) and free of any other applicable Contracts governing limitation or restriction (including any restriction on the issuance right to vote, sell or allotment otherwise dispose of such securities to which such Subsidiary is a party or otherwise bound; ownership interests) and (iii) are have not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right preemptive or any similar right under any provision of any applicable Law, the Organizational Documents of each such Subsidiary or any other Contract, in any such case to which each such Subsidiary is a party or otherwise boundrights. (b) Except as set forth on Schedule 5.07(b) of the BCG Schedules or contemplated by in this Agreement Agreement, there are no outstanding (i) securities of BCG or the any of its Subsidiaries convertible into or exchangeable for ownership interests in any Subsidiary of BCG, (ii) obligations, options, warrants or other Transaction Documentsrights, the Company ownscommitments or arrangements to acquire from BCG or any of its Subsidiaries, or other obligations or commitments of BCG or any of its Subsidiaries to issue, sell or otherwise transfer, any ownership interests in, or any securities convertible into or exchangeable for any ownership interests in, any Subsidiary of BCG or (iii) restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly through its indirectly, on the value or price of, any ownership interests in, any Subsidiary of BCG (the items in clauses (i)-(iii), in addition to all ownership interests of BCG’s Subsidiaries, of record and beneficially all being referred to collectively as the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Encumbrances other than Permitted Encumbrances“BCG Subsidiary Securities”). (c) Except as set forth in Section 3.4(aon Schedule 5.07(c) of the Company Disclosure Letter and as BCG Schedules or contemplated by in this Agreement or the other Transaction DocumentsAgreement, there are no outstanding subscriptions(i) voting trusts, optionsproxies, warrants, rights equityholders agreements or other securities (including debt securities) similar agreements or understandings to which any Subsidiary of BCG is a party or by which any Subsidiary of BCG is bound with respect to the voting or transfer of any such Subsidiary exercisable or exchangeable for any Equity Securities shares of capital stock of such Subsidiary, or (ii) obligations or commitments of BCG or any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securities, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities of such Subsidiary the value of which is determined by reference its Subsidiaries to shares or other Equity Securities of such Subsidiary, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary to issue, purchase, register for salerepurchase, redeem or otherwise acquire any of its Equity SecuritiesBCG Subsidiary Securities or make payments in respect of such shares, including based on the value thereof, or to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. (d) No shares of capital stock are held in treasury by any Subsidiary of BCG.

Capitalization of Subsidiaries. (a) The share authorized capital stock of each Subsidiary of the Company as of the date of this Agreement are ▇▇▇▇▇▇’▇ Subsidiaries is set forth on Section 3.4(a) Schedule 3.5(a). All of the Company Disclosure Letter. Except as set forth on Section 3.4(a) equity interests of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents▇▇▇▇▇▇’▇ Subsidiaries which are issued and outstanding, the outstanding share capital or other Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allotted, and are, to the extent applicable, are fully paid and non-assessable; assessable and are owned of record and beneficially by ▇▇▇▇▇▇ or one or more of its Subsidiaries, free and clear of any Liens (ii) have been offered, sold, issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements except as set forth in (1) the Organizational Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise bound; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Documents of each such Subsidiary or any other Contract, in any such case to which each such Subsidiary is a party or otherwise boundon Schedule 3.5(a)). (b) Except as contemplated by this Agreement or the other Transaction Documents, the Company owns, directly or indirectly through its Subsidiaries, of record and beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Encumbrances other than Permitted Encumbrances. (c) Except as set forth in Section 3.4(a) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction Documents, there There are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom stock rights, calls, rights of first offer, rights of first refusal, tag along rights, drag along rights or other securities (including debt securities) of any such Subsidiary convertible into or exercisable or exchangeable for any Equity Securities capital stock or other ownership interests or securities of such Subsidiaryany of ▇▇▇▇▇▇’▇ Subsidiaries, any other commitments, calls, conversion rights, rights of exchange commitments or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securitiesshares, or for the repurchase or redemption by such Subsidiary of shares of the capital stock or other Equity Securities equity interests of such Subsidiary the value of which is determined by reference to shares ▇▇▇▇▇▇’▇ Subsidiaries, or other Equity Securities of such Subsidiary, and there are no voting trusts, proxies or any agreements of any kind which may obligate any such Subsidiary of ▇▇▇▇▇▇ to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securitiessecurities or interests. There are no contracts under which ▇▇▇▇▇▇ or any of its Subsidiaries is obligated to repurchase, redeem or otherwise acquire any capital stock or equity interests of ▇▇▇▇▇▇’▇ Subsidiaries. No shares of capital stock or equity interests of any Subsidiary of ▇▇▇▇▇▇ are reserved for issuance. There are no stockholder agreements, voting trusts, proxies or other agreements, instruments or understandings with respect of the purchase, sale or voting of the outstanding shares of the capital stock or other equity interests of any of ▇▇▇▇▇▇’▇ Subsidiaries.

Capitalization of Subsidiaries. (a) The share capital of each Subsidiary of the Company Except as of the date of this Agreement are set forth on Section 3.4(a4.7(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of , the Company Disclosure Letter directly or as contemplated indirectly owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens, Liens imposed by this Agreement or the other Transaction Documents, the Governing Documents of such Subsidiary and Liens arising under applicable securities Laws. The outstanding share capital or other Equity Securities equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allottedissued, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Laws, Law and all requirements set forth in (1A) the Organizational Governing Documents of each such Subsidiary, and (2B) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundsecurities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound. (b) Except as contemplated by this Agreement or the other Transaction Documents, the Company owns, directly or indirectly through its Subsidiaries, of record and beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Encumbrances other than Permitted Encumbrances. (c) Except as set forth in on Section 3.4(a4.7(b) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction DocumentsLetter, there are no outstanding subscriptions, options, phantom units, incentive units, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities capital stock of such SubsidiarySubsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securitiesequity interests, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities equity interests of such Subsidiary Subsidiaries or the value of which is determined by reference to shares or other Equity Securities equity interests of such Subsidiarythe Subsidiaries (collectively, “Subsidiary Awards”, together with Company Awards, the “Awards”), and there are no voting trusts, registration rights, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securitiescapital stock. (c) Except as set forth in this Section 4.7(c) of the Company Disclosure Letter, no Subsidiary Award as a result of the consummation of the transactions contemplated herein, accelerates or otherwise becomes triggered (whether as to vesting, exercisability, convertibility or otherwise).

Capitalization of Subsidiaries. (a) The share outstanding shares of capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter stock or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allottedissued, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Laws, Law and all requirements set forth in (1A) the Organizational Governing Documents of each such Subsidiary, and (2B) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundsecurities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens or Liens imposed by the Governing Documents of such Subsidiary. (b) Except as contemplated by this Agreement or the other Transaction Documents, the The Company owns, directly or indirectly through its Subsidiaries, owns of record and beneficially all the issued and outstanding Equity Securities shares of capital stock or equity interests of such Subsidiaries free and clear of any Encumbrances Liens other than Permitted EncumbrancesLiens. (c) Except as set forth in Section 3.4(aon ‎Section 5.7(c) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction DocumentsLetter, there are no outstanding subscriptions, options, phantom units, incentive units, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities capital stock of such SubsidiarySubsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securitiesequity interests, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities equity interests of such Subsidiary Subsidiaries or the value of which is determined by reference to shares or other Equity Securities equity interests of such Subsidiarythe Subsidiaries (collectively, “Subsidiary Awards”, together with Company Awards, the “Rubicon Awards”), and there are no voting trusts, registration rights, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securitiescapital stock. (d) Except as set forth in this ‎Section 5.7(d) of the Company Disclosure Letter, no Subsidiary Award as a result of the consummation of the transactions contemplated herein, accelerates or otherwise becomes triggered (whether as to vesting, exercisability, convertibility or otherwise).

Capitalization of Subsidiaries. Schedule 2.7 sets forth the capitalization of each of the Subsidiaries of the Company listed on Schedule 2.2, including (ai) for each such Subsidiary that is a corporation, the number of shares of authorized capital stock, the par value of such stock, and the number of shares which are issued and outstanding for each such Subsidiary and held by the Company or its Subsidiaries and each other record, and to the knowledge of the Company, beneficial holder thereof and (ii) for each such Subsidiary that is a limited partnership, limited liability company or other non-corporate entity, a description of each class of equity interests that is authorized, and the number or percentage of such class of equity interests that are held by the Company or its Subsidiaries and each other record, and to the knowledge of the Company, beneficial holder thereof. The share outstanding shares of capital stock or other equity securities of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allotted, and are, to the extent applicable, are fully paid and non-assessable; nonassessable and (ii) have been offered, sold, were issued and allotted in compliance with any preemptive right of stockholders and all applicable LawLaws, including federal and applicable state securities Laws, and all requirements laws. Except as set forth in (1) the Organizational Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise bound; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Documents of each such Subsidiary or any other Contract, in any such case to which each such Subsidiary is a party or otherwise bound. (b) Except as contemplated by this Agreement or the other Transaction Documentson Schedule 2.7, the Company owns, directly or indirectly through one or more of its Subsidiaries, Subsidiaries owns of record and beneficially all the issued and outstanding Equity Securities shares of such capital stock or other equity securities of all of its Subsidiaries free and clear of any Encumbrances Liens other than Permitted Encumbrances. (c) Liens. Except as set forth in Section 3.4(a) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction Documentson Schedule 2.7, there are no outstanding subscriptions, options, warrants, rights or other equity securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities capital stock or other equity securities of such Subsidiaryany Subsidiary of the Company, any other commitments, calls, conversion rights, rights of exchange commitments or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional sharesshares or other equity securities, the sale of treasury shares or other Equity Securitiesshares, or for the repurchase or redemption by such of shares of any capital stock of any Subsidiary of shares the Company, or other Equity Securities of such Subsidiary the value of which is determined by reference to shares or other Equity Securities of such Subsidiary, and there are no voting trusts, proxies or any agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securitiescapital stock or other equity securities.

Capitalization of Subsidiaries. (a) The share outstanding shares of capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter stock or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allottedissued, and are, to the extent applicable, fully paid and non-assessable; , (ii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1A) the Organizational Governing Documents of each such Subsidiary, and (2B) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise bound; and securities, (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise boundbound and (iv) are free and clear of any Liens (other than Permitted Liens). (b) Except as contemplated by this Agreement or the other Transaction Documents, the Company owns, directly or indirectly through its Subsidiaries, of record and beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Encumbrances other than Permitted Encumbrances. (c) Except as set forth in Section 3.4(a) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction Documents, there There are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities capital stock of such SubsidiarySubsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securitiesequity interests, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities equity interests of such Subsidiary Subsidiaries or the value of which is determined by reference to shares or other Equity Securities equity interests of such Subsidiarythe Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securitiescapital stock.

Capitalization of Subsidiaries. (a) The share outstanding shares of capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter stock or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities of each of the Company’s Subsidiaries Material Subsidiary (i) have been duly authorized and validly issued and allotted, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Governing Documents of each such Material Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundsecurities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Material Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens (other than restrictions under applicable securities Laws). (b) Except as contemplated by this Agreement or the other Transaction Documents, the The Company owns, directly or indirectly through its Subsidiaries, owns of record and beneficially all the issued and outstanding shares of capital stock or Equity Securities of such Material Subsidiaries free and clear of any Encumbrances Liens other than Permitted EncumbrancesLiens. (c) Except as set forth in on Section 3.4(a4.7(c) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction DocumentsLetter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities capital stock of such SubsidiaryMaterial Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securities, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities of such Subsidiary Subsidiaries or the value of which is determined by reference to shares or other Equity Securities of such Subsidiarythe Material Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Material Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity SecuritiesSecurities or vote its Equity Securities in any manner.

Capitalization of Subsidiaries. (a) The share capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a4.07(a) of the Company Disclosure LetterSchedules. Except as set forth on Section 3.4(a) All of the issued and outstanding Equity Securities of each Subsidiary of the Company Disclosure Letter are owned of record and beneficially, directly or as contemplated indirectly, by this Agreement or the other Transaction Documents, the outstanding share capital or other Company. The Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allottedissued, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, sold and issued and allotted in compliance in all material respects with applicable Law, including federal and state securities Securities Laws, and all requirements set forth in (1A) the Organizational Documents of each such Subsidiary, and (2B) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundEquity Securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens (other than restrictions arising under applicable Laws, the Company’s Organizational Documents and the Transaction Agreements), and, subject to the Laws of the applicable jurisdiction of incorporation or organization with respect to each Subsidiary of the Company, free of any restriction which prevents the payment of dividends to the Company or any of its Subsidiaries. (b) Except as contemplated by this Agreement There are no outstanding options, restricted stock, restricted stock units, equity appreciation, phantom stock, profit participation, equity or equity-based rights or similar rights with respect to the Equity Securities of, or other Transaction Documentsequity or voting interest in, any Subsidiary of the Company owns, directly Company. No Person is entitled to any preemptive or indirectly through its Subsidiaries, of record and beneficially all the issued and outstanding similar rights to subscribe for Equity Securities of such Subsidiaries free and clear any Subsidiary of the Company. There are no warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contract that could require any Subsidiary of the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of any Encumbrances Subsidiary of the Company. There are no outstanding bonds, debentures, notes or other than Permitted Encumbrancesindebtedness of any Subsidiary of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the equityholders of the Company’s Subsidiaries may vote. (c) Except as set forth in on Section 3.4(a4.07(c) of the Company Disclosure Letter and Schedules, as contemplated by of the date of this Agreement or Agreement, neither the other Transaction Documents, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) Company nor any of any such Subsidiary exercisable or exchangeable for its Subsidiaries owns any Equity Securities of such Subsidiary, in any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securities, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities of such Subsidiary the value of which is determined by reference to shares or other Equity Securities of such Subsidiary, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity SecuritiesPerson.

Capitalization of Subsidiaries. (a) The share capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allottedissued, and (ii) are, to the extent applicable, fully paid and non-assessable; , (iiiii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Governing Documents of each such Subsidiary, the applicable Subsidiary and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such the applicable Subsidiary is a party or otherwise bound; and , (iiiiv) are have not subject to, nor have they been issued in violation of, of any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such the applicable Subsidiary or any other Contract, in any such case Contract to which each such the applicable Subsidiary is a party or otherwise boundbound and (v) subject to the Governing Documents of the applicable Subsidiary and the Contracts set forth in Section 5.7(a) of the Company Disclosure Letter, are owned of record or beneficially owned by the Company or another direct or indirect wholly owned Subsidiary of the Company free and clear of any Liens (other than Permitted Liens). (b) Except as contemplated by this Agreement or the other Transaction Documents, the Company owns, directly or indirectly through its Subsidiaries, of record and beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Encumbrances other than Permitted Encumbrances. (c) Except as set forth in Section 3.4(a5.7(b) of the Company Disclosure Letter and Letter, as contemplated by of the date of this Agreement or the other Transaction DocumentsAgreement, there are no outstanding (i) subscriptions, calls, options, warrants, rights (including preemptive rights), puts or other securities (including debt securities) convertible into or exchangeable or exercisable for Equity Securities of any such Subsidiary exercisable of the Company’s Subsidiaries or exchangeable for any other Contracts to which any of the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating any of the Company’s Subsidiaries to issue or sell any Equity Securities of such Subsidiary, any other commitments(ii) equity equivalents, calls, conversion stock appreciation rights, phantom stock ownership interests or similar rights in any of exchange the Company’s Subsidiaries, (iii) Contracts to which the Company or privilege (whether pre-emptive, contractual any of its Subsidiaries is a party or by matter which the Company or any of Law), plans or other agreements its Subsidiaries is bound obligating any of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securities, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities of such Subsidiary the value of which is determined by reference Company’s Subsidiaries to shares or other Equity Securities of such Subsidiary, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary to issue, purchase, register for salerepurchase, redeem or otherwise acquire any Equity Securities of its such Subsidiary or (iv) bonds, debentures, notes or other indebtedness of any of the Company’s Subsidiaries having the right to vote (or convertible into, or exchangeable for, Equity SecuritiesSecurities of such Subsidiary having the right to vote) on any matter on which the holders of Equity Securities of such Subsidiary may vote.

Capitalization of Subsidiaries. (a) The share outstanding shares of capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter stock or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allottedissued, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundsecurities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens. (b) Except for Partnership Profits Interests Units outstanding as contemplated by of the date of this Agreement or the other Transaction Documentsas set forth in Section 4.6(e), the Company owns, directly or indirectly through its Subsidiaries, owns of record and beneficially all the issued and outstanding Equity Securities shares of capital stock or equity interests of such Subsidiaries free and clear of any Encumbrances Liens other than Permitted EncumbrancesLiens. Neither the Company nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any other corporation, partnership, joint venture or business association or other entity. (c) Except for Partnership Profits Interests Units outstanding as of the date of this Agreement as set forth in Section 3.4(a) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction Documents4.6(e), there are no outstanding subscriptions, options, warrants, profits interests, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities capital stock of such SubsidiarySubsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securitiesequity interests, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities equity interests of such Subsidiary Subsidiaries or the value of which is determined by reference to shares or other Equity Securities equity interests of such Subsidiarythe Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securitiescapital stock.

Capitalization of Subsidiaries. (a) The share outstanding shares of capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter stock or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allottedissued, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundsecurities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens. (b) Except as contemplated by this Agreement or the other Transaction Documents, the The Company owns, directly or indirectly through its Subsidiaries, owns of record and beneficially all the issued and outstanding Equity Securities shares of capital stock or equity interests of such Subsidiaries free and clear of any Encumbrances Liens other than Permitted EncumbrancesLiens. Neither the Company nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any other corporation, partnership, joint venture or business association or other entity. (c) Except as set forth in on Section 3.4(a4.7(c) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction DocumentsLetter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities capital stock of such SubsidiarySubsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securitiesequity interests, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities equity interests of such Subsidiary Subsidiaries or the value of which is determined by reference to shares or other Equity Securities equity interests of such Subsidiarythe Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securitiescapital stock.

Capitalization of Subsidiaries. (a) The share capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the issued and outstanding share capital or other Equity Securities of each Subsidiary of the Company’s Subsidiaries MultiplAI (i) have been duly authorized and validly issued and allotted, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, offered and issued and allotted in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which by such Subsidiary is a party or otherwise boundSubsidiary; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each any such Subsidiary is a party or otherwise bound; and (iv) were issued free and clear of any Liens. (b) Except as contemplated by this Agreement or the other Transaction Documents, the Company owns, directly or indirectly through its Subsidiaries, MultiplAI owns of record and beneficially all the issued and outstanding Equity Securities of such Subsidiaries its Subsidiaries, free and clear of any Encumbrances Liens other than Permitted EncumbrancesLiens. (c) Except as set forth in Section 3.4(a) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction Documents, there There are no outstanding subscriptions, options, restricted shares, restricted share units, share appreciation rights, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities of such SubsidiaryMultiplAI’s Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptivepreemptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securities, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities of such Subsidiary Subsidiaries or the value of which is determined by reference to shares or other Equity Securities of such SubsidiarySubsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity SecuritiesSecurities or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person.

Capitalization of Subsidiaries. (a) The share outstanding shares of capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter stock or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allottedissued, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundsecurities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) Except as contemplated by this Agreement or the other Transaction DocumentsThe Company beneficially owns, and the Company ownsor one of the Company’s Subsidiaries owns of record, directly or indirectly through its Subsidiaries, of record and beneficially all the issued and outstanding Equity Securities shares of such capital stock or equity interests of the Company’s Subsidiaries free and clear of any Encumbrances Liens other than Permitted EncumbrancesLiens. (c) Except as set forth in on Section 3.4(a4.7(c) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction DocumentsLetter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities capital stock of such SubsidiarySubsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securitiesequity interests, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities equity interests of such Subsidiary Subsidiaries or the value of which is determined by reference to shares or other Equity Securities equity interests of such Subsidiarythe Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securitiescapital stock.

Capitalization of Subsidiaries. (a) The share capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allotted, and are, to the extent applicableapplicable and where required by applicable Law, fully paid and non-assessable; (ii) have been offered, sold, issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise bound; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Documents of each such Subsidiary or any other Contract, in any such case to which each such Subsidiary is a party or otherwise bound. (b) Except as contemplated by this Agreement or the other Transaction Documents, the Company owns, directly or indirectly through its Subsidiaries, of record and beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Encumbrances other than Permitted Encumbrances. (c) Except as set forth in Section 3.4(a) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction Documents, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities of such Subsidiary, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or the issuance or sale by such Subsidiary of other Equity SecuritiesSecurities of such Subsidiary, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities of such Subsidiary the value of which is determined by reference to shares or other Equity Securities of such Subsidiary, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securities.

Capitalization of Subsidiaries. (a) The share capital outstanding shares of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities Interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allotted, and are, to the extent applicable, fully paid and non-assessable; , (ii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Securities Laws, and all requirements set forth in (1A) the Organizational Governing Documents of each such Subsidiary, and (2B) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise bound; and Equity Interests, (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise boundbound and (iv) except as set forth on Section 5.7 of the Company Disclosure Letter, are free and clear of any Liens (other than Permitted Liens). (b) Except as contemplated by this Agreement or the other Transaction Documents, the Company owns, directly or indirectly through its Subsidiaries, of record and beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Encumbrances other than Permitted Encumbrances. (c) Except as set forth in Section 3.4(a) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction Documents, there There are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) Equity Interests of any such Subsidiary exercisable or exchangeable for any Equity Securities of such Subsidiarythe Company’s Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional sharesEquity Interests, the sale of treasury shares or other Equity SecuritiesInterests, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities Interests of such Subsidiary Subsidiaries or the value of which is determined by reference to shares or other Equity Securities Interests of such Subsidiarythe Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity SecuritiesInterests.

Capitalization of Subsidiaries. (a) The share capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allottedissued, and (ii) are, to the extent applicable, fully paid and non-assessable; , (iiiii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Governing Documents of each such Subsidiary, the applicable Subsidiary and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such the applicable Subsidiary is a party or otherwise bound; and , (iiiiv) are have not subject to, nor have they been issued in violation of, of any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such the applicable Subsidiary or any other Contract, in any such case Contract to which each such the applicable Subsidiary is a party or otherwise boundbound and (v) subject to the Governing Documents of the applicable Subsidiary and the Contracts set forth in Section 5.7(a) of the Company Disclosure Letter, are free and clear of any Liens. (b) Except as contemplated by this Agreement The Company or the other Transaction Documents, another direct or indirect wholly owned Subsidiary of the Company owns, directly or indirectly through its Subsidiaries, owns of record and beneficially all the issued and outstanding Equity Securities each of such the Company’s Subsidiaries free and clear of any Encumbrances Liens (other than Permitted EncumbrancesLiens). (c) Except as set forth in Section 3.4(a5.7(c) of the Company Disclosure Letter and Letter, as contemplated by this Agreement or of the other Transaction Documentsdate hereof, there are no outstanding (i) subscriptions, calls, options, warrants, rights (including preemptive rights), puts or other securities (including debt securities) convertible into or exchangeable or exercisable for Equity Securities of any such Subsidiary exercisable of the Company’s Subsidiaries or exchangeable for any other Contracts to which any of the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating any of the Company’s Subsidiaries to issue or sell any Equity Securities of such Subsidiary, any other commitments(ii) equity equivalents, calls, conversion stock appreciation rights, phantom stock ownership interests or similar rights in any of exchange the Company’s Subsidiaries, (iii) Contracts to which the Company or privilege (whether pre-emptive, contractual any of its Subsidiaries is a party or by matter which the Company or any of Law), plans or other agreements its Subsidiaries is bound obligating any of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securities, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities of such Subsidiary the value of which is determined by reference Company’s Subsidiaries to shares or other Equity Securities of such Subsidiary, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary to issue, purchase, register for salerepurchase, redeem or otherwise acquire any Equity Securities of its such Subsidiary or (iv) bonds, debentures, notes or other indebtedness of any of the Company’s Subsidiaries having the right to vote (or convertible into, or exchangeable for, Equity SecuritiesSecurities of such Subsidiary having the right to vote) on any matter on which the holders of Equity Securities of such Subsidiary may vote.

Capitalization of Subsidiaries. (a) The share outstanding shares of capital of each Subsidiary stock or equity interests of the Company as of Company’s Subsidiaries, the date of this Agreement are record and beneficial ownership with respect thereto, is set forth on Section 3.4(a4.6(a) of the Company Member Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allottedissued, and areand, to the extent applicable, are fully paid and non-assessable; (ii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Governing Documents of each such the issuing Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundsecurities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens. (b) Except as contemplated by this Agreement or the other Transaction Documents, the Company owns, directly or indirectly through its Subsidiaries, of record and beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Encumbrances other than Permitted Encumbrances. (c) Except as set forth in on Section 3.4(a4.6(b) of the Company Member Disclosure Letter and as contemplated by this Agreement or the other Transaction DocumentsLetter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities capital stock or equity interests of such SubsidiarySubsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional sharesshares or other equity interest, the sale of treasury shares or other Equity Securitiesequity interests, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities equity interests of such Subsidiary Subsidiaries or the value of which is determined by reference to shares or other Equity Securities equity interests of such Subsidiarythe Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securitiescapital stock.

Capitalization of Subsidiaries. (a) The share capital of each Subsidiary Section 5.07(a) of the Company Doge Disclosure Letter sets forth, as of the date hereof, the capitalization of this Agreement each of Doge’s Subsidiaries. As of the date hereof, all of the outstanding ownership interests in each Subsidiary of Doge are set forth owned by Doge, directly or indirectly, except as reflected on Section 3.4(a5.07(a) of the Company Doge Disclosure Letter. Except , free and clear of any Liens other than liens authorized pursuant to that certain senior secured loan by and between USDE and the lender thereof to be cancelled at Closing, as set forth on Section 3.4(a) amended and assumed by acquisition, (other than the restrictions under applicable Securities Laws, transfer restrictions existing under the terms of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allotted, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Governing Documents of each such Subsidiary, and (2Permitted Liens) and free of any other applicable Contracts governing limitation or restriction (including any restriction on the issuance right to vote, sell or allotment otherwise dispose of such securities to which such Subsidiary is a party or otherwise bound; ownership interests) and (iii) are have not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right preemptive or any similar right under any provision of any applicable Law, the Organizational Documents of each such Subsidiary or any other Contract, in any such case to which each such Subsidiary is a party or otherwise boundrights. (b) Except as contemplated by this Agreement or the other Transaction Documents, the Company owns, directly or indirectly through its Subsidiaries, of record and beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Encumbrances other than Permitted Encumbrances. (c) Except as set forth in reflected on Section 3.4(a5.07(b) of the Company Doge Disclosure Letter and as contemplated by this Agreement or the other Transaction DocumentsLetter, there are no outstanding subscriptions(i) securities of Doge or any of its Subsidiaries convertible into or exchangeable for ownership interests in any Subsidiary of Doge, as applicable, (ii) obligations, options, warrants, rights warrants or other securities rights (including debt securities) preemptive rights), commitments or arrangements to acquire from Doge or any of its Subsidiaries, or other obligations or commitments of Doge or any such Subsidiary exercisable of its Subsidiaries to issue, sell or otherwise transfer, any ownership interests in, or any securities convertible into or exchangeable for any Equity Securities ownership interests in, any Subsidiary of Doge or (iii) restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any ownership interests in, any Subsidiary of Doge (the items in clauses (i) ̶ (iii), in addition to all ownership interests of Doge’s Subsidiaries, being referred to collectively as the “Doge Subsidiary Securities”). There are no (x) voting trusts, proxies, equityholders agreements or other similar agreements or understandings to which any Subsidiary of Doge is a party or by which any Subsidiary of Doge is bound with respect to the voting or transfer of any shares of capital stock of such Subsidiary, or (y) obligations or commitments of Doge or any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securities, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities of such Subsidiary the value of which is determined by reference its Subsidiaries to shares or other Equity Securities of such Subsidiary, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary to issue, purchase, register for salerepurchase, redeem or otherwise acquire any of Doge Subsidiary Securities or make payments in respect of such shares, including based on the value thereof, or to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. Except for Doge Subsidiary Securities, neither Doge, nor any of its Equity SecuritiesSubsidiaries, owns any equity, ownership, profit, voting or similar interest in or any interest convertible, exchangeable or exercisable for, any equity, profit, voting or similar interest in, any Person.

Capitalization of Subsidiaries. (a) The share capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allotted, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, issued and allotted in compliance with applicable Law, including federal and state securities Laws, Laws and all requirements set forth in (1A) the Organizational Documents of each such SubsidiaryGroup Company, and (2B) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary Group Company is a party or otherwise bound; and (iii) are not subject to, nor have they been issued in violation of, any Encumbrance, purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable LawLaws, the Organizational Documents of each such Subsidiary Group Company or any other Contract, in any such case Contract to which each such Subsidiary Group Company is a party or otherwise bound. (b) Except as contemplated by this Agreement or set forth on Section 3.4(b) of the other Transaction DocumentsCompany Disclosure Letter, the Company owns, directly or indirectly through its Subsidiaries, of record and beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Encumbrances other than Permitted Encumbrances. (c) Except as set forth in Section 3.4(a) of No Group Company is party to any contracts or commitments by which the Group Company Disclosure Letter and as contemplated by this Agreement is or the other Transaction Documentsmay be bound to issue, there are no nor does any Group Company have any outstanding or authorized subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary Group Company convertible, exercisable or exchangeable for or measured by reference to any Equity Securities of such SubsidiaryGroup Company, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary Group Company of additional shares, the sale of treasury shares or the issuance or sale by such Group Company of other Equity SecuritiesSecurities of such Group Company, or for the repurchase or redemption by such Subsidiary Group Company of shares or other Equity Securities of such Subsidiary Group Company the value of which is determined by reference to shares or other Equity Securities of such SubsidiaryGroup Company, including any equity appreciation rights, participations, phantom equity or similar rights, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary Group Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securities.

Capitalization of Subsidiaries. (a) The share outstanding shares of capital of each Subsidiary stock or equity interests of the Company as of Company’s Subsidiaries, the date of this Agreement are record and beneficial ownership with respect thereto is set forth on Section 3.4(a4.7(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allottedissued, and areand, to the extent applicable, are fully paid and non-assessable; (ii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Governing Documents of each such the issuing Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundsecurities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens. (b) Except as contemplated by this Agreement or the other Transaction Documents, the Company owns, directly or indirectly through its Subsidiaries, of record and beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Encumbrances other than Permitted Encumbrances. (c) Except as set forth in on Section 3.4(a4.7(b) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction DocumentsLetter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities capital stock of such SubsidiarySubsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securitiesequity interests, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities equity interests of such Subsidiary Subsidiaries or the value of which is determined by reference to shares or other Equity Securities equity interests of such Subsidiarythe Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securitiescapital stock. (c) Since formation, Clinactiv and its Subsidiaries have not engaged in and are not currently engaging in, any business activities, have not had and do not currently have any assets or liabilities and have not generated and are not currently generating any revenue.

Capitalization of Subsidiaries. (a) The share outstanding shares of capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter stock or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allotted, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundsecurities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens. (b) Except as contemplated by this Agreement or the other Transaction Documents, the The Company owns, directly or indirectly through its Subsidiaries, owns of record and beneficially all the issued and outstanding Equity Securities shares of capital stock or equity interests of such Subsidiaries free and clear of any Encumbrances Liens other than Permitted EncumbrancesLiens. (c) Except as set forth in on Section 3.4(a4.7(c) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction DocumentsLetter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities capital stock of such SubsidiarySubsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securitiesequity interests, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities equity interests of such Subsidiary Subsidiaries or the value of which is determined by reference to shares or other Equity Securities equity interests of such Subsidiarythe Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securitiescapital stock.

Capitalization of Subsidiaries. (a) The share outstanding shares of capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital stock or other Equity Securities equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allotted, and are, to the extent applicable, are fully paid and non-assessable; nonassessable. Except as set forth on Section 5.07(a) of the Company Disclosure Letter, all of the outstanding ownership interests in each Subsidiary of the Company are owned by the Company, directly or indirectly, free and clear of any Liens (ii) have been offered, sold, issued and allotted in compliance with other than the restrictions under applicable Law, including federal and state securities Securities Laws, and all requirements set forth in (1) transfer restrictions existing under the Organizational terms of the Governing Documents of each such Subsidiary, and (2Permitted Liens) and free of any other applicable Contracts governing limitation or restriction (including any restriction on the issuance right to vote, sell or allotment otherwise dispose of such securities to which such Subsidiary is a party or otherwise bound; ownership interests) and (iii) are have not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right preemptive or any similar right under any provision of any applicable Law, the Organizational Documents of each such Subsidiary or any other Contract, in any such case to which each such Subsidiary is a party or otherwise boundrights. (b) Except as contemplated by this Agreement or the other Transaction Documents, the Company owns, directly or indirectly through its Subsidiaries, of record and beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Encumbrances other than Permitted Encumbrances. (c) Except as set forth in on Section 3.4(a5.07(b) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction DocumentsLetter, there are no outstanding subscriptions(i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for ownership interests in any Subsidiary of the Company, (ii) obligations, options, warrants, rights warrants or other securities rights (including debt securities) preemptive rights), commitments or arrangements to acquire from the Company or any of its Subsidiaries, or other obligations or commitments of the Company or any such Subsidiary exercisable of its Subsidiaries to issue, sell or otherwise transfer, any ownership interests in, or any securities convertible into or exchangeable for any Equity Securities ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any ownership interests in, any Subsidiary of the Company (the items in clauses (i)-(iii), in addition to all ownership interests of the Company’s Subsidiaries, being referred to collectively as the “Company Subsidiary Securities”). There are no (x) voting trusts, proxies, equityholders agreements or other similar agreements or understandings to which any Subsidiary of the Company is a party or by which any Subsidiary of the Company is bound with respect to the voting or transfer of any shares of capital stock of such Subsidiary, or (y) obligations or commitments of the Company or any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securities, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities of such Subsidiary the value of which is determined by reference its Subsidiaries to shares or other Equity Securities of such Subsidiary, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary to issue, purchase, register for salerepurchase, redeem or otherwise acquire any of the Company Subsidiary Securities or make payments in respect of such shares, including based on the value thereof, or to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. Except for the Company Subsidiary Securities, neither the Company nor any of its Equity SecuritiesSubsidiaries owns any equity, ownership, profit, voting or similar interest in or any interest convertible, exchangeable or exercisable for, any equity, profit, voting or similar interest in, any Person.

Capitalization of Subsidiaries. (a) The share outstanding shares of capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter stock or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allottedissued, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundsecurities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound. (b) Except as contemplated by this Agreement or the other Transaction Documents, the The Company owns, directly or indirectly through its Subsidiaries, owns of record and beneficially all the issued and outstanding Equity Securities shares of capital stock or equity interests of such Subsidiaries free and clear of any Encumbrances Liens other than Liens under the Governing Documents of the Subsidiaries and Permitted EncumbrancesLiens. (c) Except as set forth in on Section 3.4(a4.7(c) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction DocumentsLetter, there are no outstanding subscriptions, options, restricted stock units, stock appreciation rights, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities capital stock of such SubsidiarySubsidiaries, any other equity interests or equity-related awards, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securitiesequity interests, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities equity interests of such Subsidiary Subsidiaries or the value of which is determined by reference to shares or other Equity Securities equity interests of such Subsidiarythe Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securitiescapital stock.

Capitalization of Subsidiaries. (a) The share capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities of each of the Company’s Subsidiaries Subsidiary (i) have been duly authorized and validly issued and allotted, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundsecurities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound. (b) Except as contemplated by this Agreement or the other Transaction Documents, the The Company owns, directly or indirectly through its Subsidiaries, owns of record and beneficially all the issued and outstanding Equity Securities of such Subsidiaries each Subsidiary as set forth in Section 5.2 free and clear of any Encumbrances other than Permitted EncumbrancesLiens. (c) Except as set forth in Section 3.4(a) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction Documents, there There are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities of such Subsidiary, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securitiesequity interests, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities of such Subsidiary or the value of which is determined by reference to shares or other Equity Securities equity interests of such the Subsidiary, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securities.

Capitalization of Subsidiaries. (a) The share capital Section 3.05(a) of the Parent Disclosure Schedules sets forth a true and complete statement of (i) the number and class or series (as applicable) of all of the Equity Securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the legal, record and beneficial owners thereof, in each case, as of the date of this Agreement are set forth on Section 3.4(a) Agreement. All of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities of each Subsidiary of the Company’s Subsidiaries Company (iA) have been duly authorized and validly issued and allotted, and are, to the extent applicable, are fully paid and non-assessable; nonassessable, (iiB) were not issued in violation of the Governing Documents of such Subsidiary or any other Contract to which such Subsidiary is party or bound, (C) were not issued in violation of any preemptive rights, call option, right of first refusal or first offer, subscription rights, transfer restrictions or similar rights of any Person, (D) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Documents of each such Subsidiary, Securities Laws and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise bound; and (iiiE) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Documents of each such Subsidiary or any other Contract, in any such case to which each such Subsidiary is a party or otherwise bound. (b) Except as contemplated by this Agreement or the other Transaction Documents, the Company owns, directly or indirectly through its Subsidiaries, of record and beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Encumbrances all Liens (other than Permitted Encumbrances. (c) Except as set forth in Section 3.4(a) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction Documents, there transfer restrictions under applicable Securities Law). There are no outstanding subscriptions(x) equity appreciation, phantom equity or profit participation rights or (y) options, restricted stock/shares, restricted stock units, performance stock units, phantom stock/shares, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities of such Subsidiarypurchase rights, any other commitments, callssubscription rights, conversion rights, exchange rights, calls, puts, rights of exchange first refusal or privilege (whether pre-emptive, contractual or by matter of Law), plans first offer or other agreements of Contracts that could require any character providing for the issuance by any such Subsidiary of additional sharesthe Company to issue, the sale of treasury shares sell or other Equity Securitiesotherwise cause to become outstanding or to acquire, or for the repurchase or redemption by such Subsidiary of shares redeem any Equity Securities or other securities convertible into or exchangeable for Equity Securities of such Subsidiary the value Subsidiaries of which is determined the Company, other than as contemplated by reference to shares or other Equity Securities of such Subsidiary, the Transaction Documents and there the Transactions. There are no voting trusts, proxies or agreements other Contracts with respect to the voting or Transfer of any kind Equity Securities of any Subsidiary of the Company to which may obligate the Company is party or by which it is bound, other than as contemplated by the Transaction Documents and the Transactions. (b) Except for the Equity Securities of the Subsidiaries set forth on Section 3.05(a) of the Parent Disclosure Schedules (and any changes to such Subsidiary to issueEquity Securities expressly contemplated by the Pre-Closing Reorganization), purchase, register for sale, redeem or otherwise acquire neither the Company nor any of its Equity SecuritiesSubsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest (excluding, for the avoidance of doubt, in connection with the Transaction Documents and the Transactions, including the Pre-Closing Reorganization) or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) The share capital All of the issued and outstanding Equity Securities of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a4.07(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) All of the issued and outstanding Equity Securities of each Subsidiary of the Company Disclosure Letter are owned of record and beneficially, directly or as contemplated indirectly, by this Agreement or the other Transaction Documents, the outstanding share capital or other Company. The Equity Securities of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allottedissued, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Securities Laws, and all requirements set forth in (1) the Organizational Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundEquity Securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens (other than restrictions arising under applicable Laws, the Company’s Organizational Documents and the Transaction Agreements). The Option issued by Future Dao Singapore was duly and validly issued and has been duly and validly cancelled and is no longer outstanding and has not been converted or exchanged for any other Equity Securities of the Company or any Subsidiary. (b) Except as contemplated by this Agreement or the other Transaction Documents, the Company owns, directly or indirectly through its Subsidiaries, of record and beneficially all the issued and There are no outstanding Equity Securities or equity appreciation, phantom stock, profit participation, equity or equity-based rights or similar rights with respect to the Equity Securities of, or other equity or voting interest in, any Subsidiary of such Subsidiaries free and clear the Company. No Person is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Encumbrances Subsidiary of the Company. There are no warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other than Permitted EncumbrancesContract that requires any Subsidiary of the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of any Subsidiary of the Company. There are no outstanding bonds, debentures, notes or other indebtedness of any Subsidiary of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the equity holders of the Company’s Subsidiaries may vote. (c) Except as As of the date of this Agreement, neither the Company (other than in the Subsidiaries set forth in on Section 3.4(a) 4.07 of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction Documents, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securitiesLetter) nor any of any such Subsidiary exercisable or exchangeable for its Subsidiaries owns any Equity Securities of such Subsidiary, in any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securities, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities of such Subsidiary the value of which is determined by reference to shares or other Equity Securities of such Subsidiary, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity SecuritiesPerson.

Capitalization of Subsidiaries. (a) The share outstanding shares of capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter stock or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities equity interests of each of the Company’s Companies’ Subsidiaries (i) have been duly authorized and validly issued and allottedissued, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundsecurities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens. (b) Except as contemplated by this Agreement or Following the other Transaction Documentscompletion of the Pre-Closing Restructuring, the Company owns, directly or indirectly through its Subsidiaries, Companies will collectively own of record and beneficially all the issued and outstanding Equity Securities shares of capital stock or equity interests of such Subsidiaries free and clear of any Encumbrances Liens other than Permitted EncumbrancesLiens. (c) Except as set forth in on Section 3.4(a5.7(c) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction DocumentsLetter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities capital stock of such SubsidiarySubsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securitiesequity interests, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities equity interests of such Subsidiary Subsidiaries or the value of which is determined by reference to shares or other Equity Securities equity interests of such Subsidiarythe Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of any Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securitiescapital stock.

Capitalization of Subsidiaries. (a) The share outstanding shares of capital of each Subsidiary of the Company as of the date of this Agreement are set forth on Section 3.4(a) of the Company Disclosure Letter. Except as set forth on Section 3.4(a) of the Company Disclosure Letter stock or as contemplated by this Agreement or the other Transaction Documents, the outstanding share capital or other Equity Securities equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued and allotted, and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold, sold and issued and allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Organizational Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise boundsecurities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Governing Documents of each such Subsidiary or any other Contract, in any such case Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens. (b) Except as contemplated by this Agreement or the other Transaction Documents, the The Company owns, directly or indirectly through its Subsidiaries, owns of record and beneficially all the issued and outstanding Equity Securities shares of capital stock or equity interests of such Subsidiaries free and clear of any Encumbrances Liens other than Permitted EncumbrancesLiens. (c) Except As of the date of this Agreement, the Company owns the class and number of membership interests of SummerBio, LLC, a Delaware limited liability company (“SummerBio”), as set forth in on Section 3.4(a4.7(c) of the Company Disclosure Letter (the “SummerBio Interests”). To the knowledge of the Company, the SummerBio Interests (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of SummerBio and (2) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of SummerBio or any Contract to which SummerBio is a party or otherwise bound; and (iv) are free and clear of any Liens. (d) Except as contemplated by this Agreement or set forth on Section 4.7(d) of the other Transaction DocumentsCompany Disclosure Letter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities capital stock of such SubsidiarySubsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other Equity Securitiesequity interests, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities equity interests of such Subsidiary Subsidiaries or the value of which is determined by reference to shares or other Equity Securities equity interests of such Subsidiarythe Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securitiescapital stock.