Common use of Capitalization; Valid Issuance Clause in Contracts

Capitalization; Valid Issuance. Exhibit E attached hereto sets forth, as of the date hereof, all of the authorized, issued and outstanding equity securities of the Company and the holders thereof. Except as set forth on Exhibit E, in the Agreement or in the Bridge Note, there are no equity securities of the Company issued, reserved for issuance or outstanding and no outstanding options, warrants, convertible or exchangeable securities, securities exercisable for other securities, subscriptions, rights (including any preemptive rights), equity linked securities, calls or commitments of any character whatsoever to which the Company is a party or may be bound requiring the issuance or sale of any equity securities of the Company. Except as set forth in Exhibit E, no stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of equity securities or rights to purchase equity securities provides for acceleration or other changes in the vesting provisions or terms of such agreements or understandings, or the lapse of a Company repurchase right, upon the occurrence of any event. The Company has never adjusted or amended the exercise price of any stock options previously awarded, whether through amendment, cancellation, replacement grant, repricing, or any other means. To the Company’s knowledge, no stock options, stock appreciation rights or other equity-based awards issued or granted by the Company are, or will be, subject to the penalties of Section 409A(a)(1) of the Internal Revenue Code of 1986, as amended. All outstanding equity securities of the Company have been, or upon issuance will be, validly issued and are fully paid and nonassessable. The Company holds no equity securities or other ownership interests in any other person or entity, other than the Subsidiary.

Capitalization; Valid Issuance. Exhibit E attached hereto sets forth, The capitalization of the Company as of the date hereof, all of hereof is as set forth in the authorized, issued and outstanding equity securities of the Company and the holders thereofSEC Reports. Except as set forth on Exhibit E, in the Agreement SEC Reports or in the Bridge NoteTransaction Documents, there are no equity securities of the Company issued, reserved for issuance or outstanding and no outstanding options, warrants, convertible or exchangeable securities, securities exercisable for other securities, subscriptions, rights (including any preemptive rights), equity linked securities, calls or commitments of any character whatsoever to which the Company is a party or may be bound requiring the issuance or sale of any equity securities of the Company. Except as set forth in Exhibit Ethe SEC Reports, no stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of equity securities or rights to purchase equity securities provides for acceleration or other changes in the vesting provisions or terms of such agreements or understandings, or the lapse of a Company repurchase right, upon the occurrence of any eventthe Closing. The Company has never adjusted or amended the exercise price of any stock options previously awarded, whether through amendment, cancellation, replacement grant, repricing, or any other means. To the Company’s knowledge, no stock options, stock appreciation rights or other equity-based awards issued or granted by the Company are, or will be, subject to the penalties of Section 409A(a)(1) of the Internal Revenue Code of 1986, as amended. All outstanding equity securities of the Company have been, or upon issuance will be, validly issued and are fully paid and nonassessable. The Company holds no equity securities or other ownership interests in any other person or entity, other than the Subsidiaryits Subsidiaries.

Capitalization; Valid Issuance. (a) Exhibit E attached hereto sets forthA to this Agreement contains a complete and accurate description of the ownership structure of the Companies (including the identity and percentage ownership of each Company and each other member, partner or other owner). The Companies do not have any other Subsidiaries or own any stock of, or any equity participation in, any Person, except as set forth on Exhibit A to this Agreement. Each Company and each other member, partner or other owner, as applicable, is the owner of all right, title and interest (record and beneficial) in and to the date hereof, all of the authorized, issued and outstanding equity securities interests of the Companies as set forth on Exhibit A to this Agreement, free and clear of all Liens, other than Permitted Exceptions. No Company and no other member, partner or other owner, as applicable, owns any right, title or interest (record or beneficial) to any other equity interests of the holders thereofCompanies. The equity interests of each Company as set forth on Exhibit A to this Agreement constitute all of the issued and outstanding equity interests of such Company. All of the issued and outstanding equity interests of each Company have been duly authorized and are validly issued, fully paid (if applicable) and nonassessable (if applicable) and none of them has been issued in violation of preemptive or similar rights. There are no declared or accrued but unpaid dividends or distributions with regard to any issued and outstanding equity interests of any Company, other than distributions by CCR to the Current Equityholders for payment of Taxes in accordance with the Governing Documents of CCR. (b) Except as set forth on Exhibit ESchedule 5.3, in the Agreement or in the Bridge Note, (i) there are no equity securities of the interests in any Company issued, reserved for issuance or subject to preemptive rights or any outstanding and no outstanding subscriptions, options, warrants, convertible calls, rights, agreements, obligations, convertible, exercisable or exchangeable securities, or other commitments, contingent or otherwise, relating to equity interests in any of the Companies, (ii) there are no outstanding or authorized membership interests, stock appreciation, phantom stock, profit participation, or similar rights for which any Company has any Liability, and there are no issued and outstanding bonds, indentures, notes or other Indebtedness having the right to vote (or convertible into, exchangeable or exercisable for, or creating the right to subscribe for or acquire securities exercisable for other securities, subscriptions, rights (including that have the right to vote) on any preemptive rights), equity linked securities, calls matters on which owners or commitments members of any character whatsoever Company may vote, and (iii) there are no shareholder agreements, proxies, voting trusts or other agreements or understandings to which the any Company is a party or may be by which any Company is bound requiring relating to the issuance voting or sale registration of any equity securities interests of a Company or preemptive rights with respect thereto. (c) The Series B Preferred Units being purchased by the Company. Except as Purchasers pursuant to this Agreement will, upon issuance pursuant to the terms of this Agreement, (i) be duly authorized and validly issued Series B Preferred Units of CCR, (ii) have the rights and privileges set forth in Exhibit E, no stock plan, stock purchase, stock option or other agreement or understanding between the Company Revised Operating Agreement and any holder of equity securities or rights to purchase equity securities provides for acceleration or other changes in the vesting provisions or terms of such agreements or understandings, or the lapse of a Company repurchase right, upon the occurrence of any event. The Company has never adjusted or amended the exercise price of any stock options previously awarded, whether through amendment, cancellation, replacement grant, repricing, or any other means. To the Company’s knowledge, no stock options, stock appreciation rights or other equity-based awards issued or granted by the Company are, or will be, subject to the penalties of Section 409A(a)(1(iii) constitute 24.5% of the Internal Revenue Code of 1986, as amended. All outstanding equity securities interests in CCR on an as-converted, fully-diluted basis as of the Company have been, or upon issuance will be, validly issued and are fully paid and nonassessable. The Company holds no equity securities or other ownership interests in any other person or entity, other than the SubsidiaryClosing Date.