Common use of Capitalization; Title Clause in Contracts

Capitalization; Title. (a) All of the issued and outstanding Membership Interests have been duly authorized for issuance, are validly issued and are fully paid and non-assessable. All issued and outstanding Membership Interests have been issued pursuant to valid exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), and all other applicable securities laws. (b) The issued and outstanding Membership Interests set forth on Schedule 3.4(b) constitute all of the outstanding Equity Interests of the Company as of the Agreement Date, and since the Company’s formation, no other Person, other than any Person listed on Schedule 3.4(b) and other than with respect to the Liens granted by Buyer in its Equity Interests in connection with the Credit Agreement, has ever owned (beneficially or of record) or had any rights in respect of any Equity Interest of the Company. None of the issued and outstanding Membership Interests of the Selling Members are subject to or issued in violation of any Lien, purchase option, call option, right of first refusal, preemptive right or any similar right under any provision of the Organizational Documents or any other Contract to which the Company, the Selling Members or any other Person is or was a party. Other than as set forth on Schedule 3.4(b), there are no: (i) authorized or outstanding Equity Interests of the Company; (ii) other Contracts or commitments that could require the Company to issue, sell or otherwise cause to become outstanding any Equity Interests of the Company or that grant the holder thereof any right to vote on, or veto, any actions by the Company or that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of any Equity Interest of the Company; or (iii) outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights or interests with respect to the Company. (c) Except as set forth in Schedule 3.4(c): (A) there are no outstanding Contracts of the Company (i) restricting the purchase, sale or transfer of, (ii) affecting the voting rights of, (iii) requiring the sale, issuance, repurchase, redemption or disposition of, or containing any right of first refusal with respect to, (iv) requiring the registration for sale of, or (v) granting any preemptive or antidilutive right with respect to, any Membership Interests or any other Equity Interest of the Company; (B) neither the Company nor either Selling Member is a party to or bound by, and there is not, any member agreement, control agreement, voting trust agreement or other Contract, plan or understanding relating to the purchase, repurchase, sale, acquisition, disposition, holding, voting, dividend, ownership or transfer rights or restrictions of any Equity Interests of the Company; and (C) Company has no obligation to purchase, redeem or otherwise acquire any Equity Interest of the Company or any Equity Interest therein from any Person. (d) Each Selling Member is the sole record and beneficial owner of all Purchased Interests issued and outstanding as of the Agreement Date owned by such Selling Member, and such Selling Member has good and marketable title to the Purchased Interests owned by such Selling Member, free and clear of all Liens. Upon consummation of the transactions under this Agreement, B▇▇▇▇ will be the sole record and beneficial owner of the Purchased Interests acquired from each Selling Member, free and clear of all Liens.

Capitalization; Title. (a) All The authorized capital stock of the Company consists of one thousand (1,000) shares of common stock, par value $1.00, of which one thousand (1,000) shares are issued and outstanding Membership Interests have been duly authorized outstanding. Except for issuancethe Shares, there are validly issued and are fully paid and non-assessable. All issued and outstanding Membership Interests have been issued pursuant to valid exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), and all other applicable securities laws. (b) The issued and outstanding Membership Interests set forth on Schedule 3.4(b) constitute all of the outstanding no Equity Interests of the Company as of the Agreement Dateissued or outstanding. The Shares have been duly authorized, validly issued, fully paid, are non-assessable and since the Company’s formation, no other Person, other than any Person listed on Schedule 3.4(b) and other than with respect to the Liens granted by Buyer in its Equity Interests in connection with the Credit Agreement, has ever owned (beneficially or of record) or had any rights in respect of any Equity Interest of the Company. None of the issued and outstanding Membership Interests of the Selling Members are subject to or were not issued in violation of any Lien, purchase option, call option, right rights of first refusal, preemptive right or any similar right under any provision of the Organizational Documents anti-dilutive rights, options, warrants, calls or any other Contract to which the Company, the Selling Members or any other Person is or was a party. Other than as set forth on Schedule 3.4(b), there are no: (i) authorized or outstanding Equity Interests of the Company; (ii) other Contracts or commitments that could require the Company to issue, sell or otherwise cause to become outstanding any Equity Interests of the Company or that grant the holder thereof any right to vote on, or veto, any actions by the Company or that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of any Equity Interest of the Company; or (iii) outstanding or authorized stock appreciation, phantom stock, profit participation subscriptions or similar rights or interests with respect to the Company. (c) Except as set forth in Schedule 3.4(c): (A) there Contracts or any applicable securities Laws. There are no outstanding Contracts of (including options, warrants, rights or convertible securities) obligating the Company (i) restricting the purchaseto sell, sale issue, repurchase or transfer of, (ii) affecting the voting rights of, (iii) requiring the sale, issuance, repurchase, redemption or disposition of, or containing any right of first refusal with respect to, (iv) requiring the registration for sale of, or (v) granting any preemptive or antidilutive right with respect to, any Membership Interests or any other Equity Interest of the Company; (B) neither the Company nor either Selling Member is a party to or bound by, and there is not, any member agreement, control agreement, voting trust agreement or other Contract, plan or understanding relating to the purchase, repurchase, sale, acquisition, disposition, holding, voting, dividend, ownership or transfer rights or restrictions of redeem any Equity Interests of the Company; and (C) Company has no obligation to purchase, redeem or otherwise acquire any Equity Interest of the Company or any Equity Interest therein from any Person. (db) Each Selling Member is the sole record and beneficial owner of Seller owns all Purchased Interests issued and outstanding as of the Agreement Date owned by such Selling Member, Shares beneficially and such Selling Member has good and marketable title to the Purchased Interests owned by such Selling Memberof record, free and clear of all Liens other than the types of Liens described in subsection (i), (iii) and (vi) of the definition of Permitted Liens. Upon consummation There are no voting trusts, stockholder agreements, proxies or other Contracts (other than this Agreement) in effect with respect to the voting or transfer of any of the transactions under this Agreement, B▇▇▇▇ will be the sole record and beneficial owner Shares. (c) Section 4.03(c) of the Purchased Disclosure Schedules lists each Company Subsidiary and sets forth for each such Company Subsidiary: (i) its name and jurisdiction of formation; (ii) its authorized Equity Interests; (iii) its issued and outstanding Equity Interests; and (iv) the record holder or holders of its outstanding Equity Interests. Except as set forth in Section 4.03(c) of the Disclosure Schedules, the Company does not own, or have any interest in, any Equity Interests acquired from in any other Person other than another Acushnet Company. Except as set forth in Section 4.03(c) of the Disclosure Schedules, all of the issued and outstanding Equity Interests of each Selling MemberCompany Subsidiary (i) are owned beneficially and of record either by the Company or by another Company Subsidiary, (ii) are free and clear of all Liens other than the types of Liens described in subsection (i), (iii) and (vi) of the definition of Permitted Liens, (iii) have been duly authorized and validly issued, (iv) to the extent required by applicable Law governing the organization of such Company Subsidiary, are fully paid, (v) are either non-assessable or not subject to an obligation to make additional capital contributions, subscription payments or similar payments by a holder of such Equity Interests, as such, to the Company Subsidiary in respect of such Equity Interests under the applicable Law or Organizational Documents governing the organization of such Company Subsidiary, (vi) were not issued in violation of any rights of first refusal, preemptive or anti-dilutive rights, options, warrants, calls or subscriptions or similar rights or Contracts. Except as set forth in Section 4.03(c) of the Disclosure Schedules, there are no outstanding Contracts (including options, warrants, rights or convertible securities) obligating the Company or any Company Subsidiary to sell, issue, repurchase or redeem any Equity Interests of any Company Subsidiary.

Capitalization; Title. (a) Schedule 2.3(a) sets forth the number of outstanding Equity Securities of each WM Company and the record owner thereof. No other Equity Securities of any of the WM Companies are issued and outstanding and the WM Equity Interests constitute all of the issued and outstanding Equity Securities of the WM Companies. (b) All of the issued and outstanding Membership Interests have been duly authorized for issuance, are Equity Securities of the WM Companies were validly issued and are fully paid paid, nonassessable and non-assessableare owned beneficially and of record by the WM Equity Sellers, as applicable, free and clear of all Encumbrances (other than restrictions on transfer of securities imposed by applicable state and federal securities Laws). All issued and outstanding Membership The WM Equity Interests have not been issued pursuant to valid exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), and all other applicable securities laws. (b) The issued and outstanding Membership Interests set forth on Schedule 3.4(b) constitute all of the outstanding Equity Interests of the Company as of the Agreement Date, and since the Company’s formation, no other Person, other than any Person listed on Schedule 3.4(b) and other than with respect to the Liens granted by Buyer in its Equity Interests in connection with the Credit Agreement, has ever owned (beneficially or of record) or had any rights in respect of any Equity Interest of the Company. None of the issued and outstanding Membership Interests of the Selling Members are subject to or issued in violation of of, and are not subject to, any Lienpreemptive, purchase option, call option, right of first refusal, preemptive right subscription or similar rights under any similar right under Contract or any provision of the Organizational Documents applicable Law or any other Contract to which the Company, the Selling Members or any other Person is or was a party. Other than as set forth on Schedule 3.4(b), there are no: (i) authorized or outstanding Equity Interests of the Company; (ii) other Contracts or commitments that could require the Company to issue, sell or otherwise cause to become outstanding any Equity Interests of the Company or that grant the holder thereof any right to vote on, or veto, any actions by the Company or that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders Organizational Document of any Equity Interest of the Company; or (iii) outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights or interests with respect to the WM Company. (c) Except as set forth in Schedule 3.4(c): (A) there There are no outstanding Contracts of the Company (i) restricting subscriptions, options, calls, contracts, commitments, understandings, restrictions, arrangements, rights or warrants, “phantom” stock rights, stock appreciation rights, stock based performance units, convertible or exchangeable securities, including any right of conversion or exchange under any outstanding security, debenture, instrument or other agreement obligating any of the purchaseWM Companies to issue, sale deliver or transfer ofsell, or cause to be issued, delivered or sold, additional Equity Securities of any of the WM Companies or obligating any of the WM Companies to grant, extend or enter into any such agreement or commitment, or (ii) affecting the voting rights of, (iii) requiring the sale, issuance, repurchase, redemption or disposition of, or containing obligations of any right of first refusal with respect to, (iv) requiring the registration for sale of, or (v) granting any preemptive or antidilutive right with respect to, any Membership Interests or any other Equity Interest of the Company; (B) neither the Company nor either Selling Member is a party WM Companies to or bound by, and there is not, any member agreement, control agreement, voting trust agreement or other Contract, plan or understanding relating to the purchase, repurchase, sale, acquisition, disposition, holding, voting, dividend, ownership or transfer rights or restrictions of any Equity Interests of the Company; and (C) Company has no obligation to purchase, redeem or otherwise acquire any Equity Interest of the Company or any Equity Interest therein from any Personsecurities referred to in clause (i). (d) Each Selling Member is the sole record and beneficial owner of all Purchased Interests issued and outstanding as Except for this Agreement, there are no voting trusts, proxies or other Contracts to which any of the Agreement Date owned WM Companies or any of the WM Equity Sellers is a party or is bound with respect to the voting of any of the Equity Securities of any of the WM Companies, including any such voting trusts, proxies or other Contracts restricting or otherwise relating to the voting, dividend rights or disposition of the Equity Interests. (e) There are no Contracts to which any WM Company is a party or bound thereby which require the purchase by any WM Company of any Equity Securities of, or investment in, any Person. Each WM Equity Seller has good and valid title to the WM Equity Interests set forth opposite its name on Schedule 2.3(a), free and clear of any Encumbrances (other than restrictions on transfer of securities imposed by applicable state and federal securities Laws) and at the Closing, such Selling Member, and such Selling Member has WM Equity Seller shall deliver to the Buyer good and marketable title to the Purchased Interests owned by such Selling MemberWM Equity Interests, free and clear of all Liens. Upon consummation any Encumbrances (other than restrictions on transfer of securities imposed by applicable state and federal securities Laws). (f) As of the transactions under this AgreementExecution Date, B▇▇▇▇ will be the sole record and beneficial owner none of the Purchased Interests acquired from each Selling MemberWM Companies have any Indebtedness except as set forth on Schedule 2.3(f). At the Time of Closing, free and clear none of all Liensthe WM Companies will have any Indebtedness.

Capitalization; Title. (a) Schedule 3.3(a) sets forth the number of outstanding Equity Securities of each ADS Company and the record owner thereof. No other Equity Securities of any of the ADS Companies are issued and outstanding and the ADS Equity Interests constitute all of the issued and outstanding Equity Securities of the ADS Companies. (b) All of the issued and outstanding Membership Interests have been duly authorized for issuance, are Equity Securities of the ADS Companies were validly issued and are fully paid paid, nonassessable and non-assessableare owned beneficially and of record by the ADS Equity Sellers, as applicable, free and clear of all Encumbrances (other than restrictions on transfer of securities imposed by applicable state and federal securities Laws). All issued and outstanding Membership The ADS Equity Interests have not been issued pursuant to valid exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), and all other applicable securities laws. (b) The issued and outstanding Membership Interests set forth on Schedule 3.4(b) constitute all of the outstanding Equity Interests of the Company as of the Agreement Date, and since the Company’s formation, no other Person, other than any Person listed on Schedule 3.4(b) and other than with respect to the Liens granted by Buyer in its Equity Interests in connection with the Credit Agreement, has ever owned (beneficially or of record) or had any rights in respect of any Equity Interest of the Company. None of the issued and outstanding Membership Interests of the Selling Members are subject to or issued in violation of of, and are not subject to, any Lienpreemptive, purchase option, call option, right of first refusal, preemptive right subscription or similar rights under any similar right under Contract or any provision of the Organizational Documents applicable Law or any other Contract to which the Company, the Selling Members or any other Person is or was a party. Other than as set forth on Schedule 3.4(b), there are no: (i) authorized or outstanding Equity Interests of the Company; (ii) other Contracts or commitments that could require the Company to issue, sell or otherwise cause to become outstanding any Equity Interests of the Company or that grant the holder thereof any right to vote on, or veto, any actions by the Company or that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders Organizational Document of any Equity Interest of the Company; or (iii) outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights or interests with respect to the ADS Company. (c) Except as set forth in Schedule 3.4(c): (A) there There are no outstanding Contracts of the Company (i) restricting subscriptions, options, calls, contracts, commitments, understandings, restrictions, arrangements, rights or warrants, “phantom” stock rights, stock appreciation rights, stock based performance units, convertible or exchangeable securities, including any right of conversion or exchange under any outstanding security, debenture, instrument or other agreement obligating any of the purchaseADS Companies to issue, sale deliver or transfer ofsell, or cause to be issued, delivered or sold, additional Equity Securities of any of the ADS Companies or obligating any of the ADS Companies to grant, extend or enter into any such agreement or commitment, or (ii) affecting the voting rights of, (iii) requiring the sale, issuance, repurchase, redemption or disposition of, or containing obligations of any right of first refusal with respect to, (iv) requiring the registration for sale of, or (v) granting any preemptive or antidilutive right with respect to, any Membership Interests or any other Equity Interest of the Company; (B) neither the Company nor either Selling Member is a party ADS Companies to or bound by, and there is not, any member agreement, control agreement, voting trust agreement or other Contract, plan or understanding relating to the purchase, repurchase, sale, acquisition, disposition, holding, voting, dividend, ownership or transfer rights or restrictions of any Equity Interests of the Company; and (C) Company has no obligation to purchase, redeem or otherwise acquire any Equity Interest of the Company or any Equity Interest therein from any Personsecurities referred to in clause (i). (d) Each Selling Member is the sole record and beneficial owner of all Purchased Interests issued and outstanding as Except for this Agreement, there are no voting trusts, proxies or other Contracts to which any of the Agreement Date owned ADS Companies or any of the ADS Equity Sellers is a party or is bound with respect to the voting of any of the Equity Securities of any of the ADS Companies, including any such voting trusts, proxies or other Contracts restricting or otherwise relating to the voting, dividend rights or disposition of the Equity Interests. (e) There are no Contracts to which any ADS Company is a party or bound thereby which require the purchase by any ADS Company of any Equity Securities of, or investment in, any Person. Each ADS Equity Seller has good and valid title to the ADS Equity Interests set forth opposite its name on Schedule 3.3(a), free and clear of any Encumbrances (other than restrictions on transfer of securities imposed by applicable state and federal securities Laws) and at the Closing, such Selling Member, and such Selling Member has ADS Equity Seller shall deliver to the Buyer good and marketable title to the Purchased Interests owned by such Selling MemberADS Equity Interests, free and clear of all Liens. Upon consummation any Encumbrances (other than restrictions on transfer of securities imposed by applicable state and federal securities Laws). (f) As of the transactions under this AgreementExecution Date, B▇▇▇▇ will be the sole record and beneficial owner none of the Purchased Interests acquired from each Selling MemberADS Companies have any Indebtedness except as set forth on Schedule 3.3(f)(i). At the Time of Closing, free and clear none of all Liensthe ADS Companies will have any Indebtedness, except as set forth on Schedule 3.3(f)(ii).

Capitalization; Title. (a) All Set forth on Schedule 3.4(a) of the Group LLC Disclosure Schedules is a true and complete of the list of the following with respect to each member of the Contributed Companies other than Group LLC: (i) the name and jurisdiction of organization of such Contributed Company, (ii) the issued and outstanding Membership Interests have been duly authorized for issuance, are validly issued equity interests of such Contributed Company and are fully paid the beneficial and non-assessable. All issued and outstanding Membership Interests have been issued pursuant to valid exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”)record holder(s) thereof, and all other applicable securities laws(iii) the directors and managers of each Contributed Company. (b) The issued Group LLC is the lawful record and outstanding Membership Interests set forth on Schedule 3.4(b) constitute all of the outstanding Equity Interests of the Company as of the Agreement Datebeneficial owner of, and since has good and valid title to, the Company’s formation, no other PersonContributed Interests free and clear of all Encumbrances, other than any Person listed restrictions on Schedule 3.4(b) and other than with respect to transfer under applicable securities Laws, or the Liens granted by Buyer in its Equity Interests in connection with the Credit Agreement, has ever owned (beneficially or of record) or had any rights in respect terms of any Equity Interest agreement entered into between the Parties. There are no outstanding options, warrants, Contracts, calls, puts, rights to subscribe, conversion rights, profits participation rights, rights of first refusal or rights of first offer, preemptive rights or other similar rights of any kind to which any member of the Company. None Contributed Companies is a party or which are binding upon any member of the issued and outstanding Membership Interests Contributed Companies. No member of the Selling Members are Contributed Companies is subject to any obligation (contingent or issued in violation of otherwise) to repurchase or otherwise acquire or retire any Lien, purchase option, call option, right of first refusal, preemptive right or any similar right under any provision of the Organizational Documents or any other Contract to which the Company, the Selling Members or any other Person is or was a party. Other than as set forth on Schedule 3.4(b), there are no: (i) authorized or outstanding Equity Interests of the Company; (ii) other Contracts or commitments that could require the Company to issue, sell or otherwise cause to become outstanding any Equity Interests of the Company or that grant the holder thereof any right to vote on, or veto, any actions by the Company or that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of any Equity Interest of the Company; or (iii) outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights or interests with respect to the CompanyContributed Interests. (c) Except as set forth in Schedule 3.4(c): for the twenty-five percent (A25%) there are no outstanding Contracts membership interest of GDOGP held by a Third Party and the Company (i) restricting Contributed Interests, the purchase, sale or transfer of, (ii) affecting the voting rights of, (iii) requiring the sale, issuance, repurchase, redemption or disposition of, or containing any right of first refusal with respect to, (iv) requiring the registration for sale of, or (v) granting any preemptive or antidilutive right with respect to, any Membership Interests or Contributed Companies do not have any other Equity Interest of the Company; (B) neither the Company nor either Selling Member is a party to authorized or bound by, and there is not, any member agreement, control agreement, voting trust agreement or other Contract, plan or understanding relating to the purchase, repurchase, sale, acquisition, disposition, holding, voting, dividend, ownership or transfer rights or restrictions of any Equity Interests of the Company; and (C) Company has no obligation to purchase, redeem or otherwise acquire any Equity Interest of the Company or any Equity Interest therein from any Personissued equity securities. (d) Each Selling Member is Except as set forth on Schedule 3.4(d) of the sole record Group LLC Disclosure Schedules, and beneficial owner except to the extent any Encumbrances will be fully released and discharged at the Closing, the Contributed Interests are free and clear of all Purchased Interests issued and outstanding as Encumbrances, other than restrictions on transfer under applicable securities Laws. (e) None of the Agreement Date owned Contributed Companies has violated in any material respect any applicable securities Laws or any preemptive or similar rights created by such Selling Memberstatute, Organizational Documents or agreement in connection with the offer, sale, issuance or allotment of any of the Contributed Interests. (f) The Contributed Companies do not have any liability for, or obligation with respect to, the payment of dividends, distributions or similar participation interests, whether or not declared or accumulated, and such Selling Member there are not contractual restrictions of any kind which prevent the payment of the foregoing by the Contributed Companies. (g) The Contributed Companies have good, valid, and marketable title to all material tangible personal property and other material assets reflected in the Financial Statements. Group LLC has good good, valid, and marketable title to the Purchased Interests owned by such Selling MemberContributed Assets that it purports to own, free and clear of all LiensEncumbrances other than Encumbrances for or in respect of Taxes or governmental levies not yet due and payable. Upon Each of the Contributed Assets is suitable for the purpose for which it is intended to be used, and has been maintained in good operating condition, ordinary wear and tear excepted (as applicable). Assuming the consummation of the transactions under this AgreementContribution, B▇▇▇▇ GREC LLC will be the sole record and beneficial owner have all of the Purchased Interests acquired from each Selling Member, free assets necessary for the Contributed Companies to conduct the Business in substantially the same manner as such Business is being conducted and clear such services are being provided as of all Liensthe date hereof.