Common use of Company Capitalization Clause in Contracts

Company Capitalization. The capitalization of the Company is as set forth in the Registration Statement and the Prospectus, and the Common Stock conforms to the description thereof contained under the caption “Description of Capital Stock” in the Prospectus; the outstanding shares of capital stock have been duly authorized and validly issued and are fully paid and nonassessable. There are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of capital stock pursuant to the Company’s Amended and Restated Articles of Incorporation, as amended, or Amended and Restated Bylaws, as amended, or any agreement or other instrument to which the Company or any of the Subsidiaries is a party or by which any of them may be bound other than those described in the Registration Statement and the Prospectus. None of the outstanding shares of the Company’s capital stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company other than those specifically described in the Registration Statement and the Prospectus. The Company has no obligations to register for resale under the Securities Act any of its outstanding securities, including, but not limited to, any that would, as result of the filing of the Registration Statement or the offering or sale of the Shares as contemplated by this Agreement, give rise to any rights for or relating to the registration of any shares of Common Stock or other securities. All of the outstanding limited liability company or other equity interests of each Subsidiary have been duly authorized and validly issued, are, in the case of any Subsidiary that is a corporation, fully paid and nonassessable, and are owned directly by the Company, free and clear of any claim, lien, encumbrance or security interest. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or other interests convertible into or exchangeable or exercisable for, any limited liability company or other equity interests of any Subsidiary other than those described in the Registration Statement and the Prospectus.

Company Capitalization. The capitalization of the Company is as set forth in the Registration Statement and the Prospectus, and the Common Series B Preferred Stock conforms to the description thereof contained under the caption “Description of Capital Stock—Preferred Stock” in the Prospectus; the outstanding shares of capital stock have been duly authorized and validly issued and are fully paid and nonassessable. There are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of capital stock pursuant to the Company’s Amended and Restated Articles of Incorporation, as amended, or Amended and Restated Bylaws, as amended, or any agreement or other instrument to which the Company or any of the Subsidiaries is a party or by which any of them may be bound other than those described in the Registration Statement and the Prospectus. None of the outstanding shares of the Company’s capital stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company other than those specifically described in the Registration Statement and the Prospectus. The Company has no obligations to register for resale under the Securities Act any of its outstanding securities, including, but not limited to, any that would, as result of the filing of the Registration Statement or the offering or sale of the Shares as contemplated by this Agreement, give rise to any rights for or relating to the registration of any shares of Common Series B Preferred Stock or other securities. All of the outstanding limited liability company or other equity interests of each Subsidiary have been duly authorized and validly issued, are, in the case of any Subsidiary that is a corporation, fully paid and nonassessable, and are owned directly by the Company, free and clear of any claim, lien, encumbrance or security interest. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or other interests convertible into or exchangeable or exercisable for, any limited liability company or other equity interests of any Subsidiary other than those described in the Registration Statement and the Prospectus.

Company Capitalization. (a) The capitalization authorized capital stock of the Company is currently consists exclusively of 10,000,000 shares of Company Common Stock, of which, as set forth in of the Registration Statement date immediately preceding the date of this Agreement (the “Company Capitalization Date”), 4,383,721 shares were issued and outstanding. The Company does not have outstanding any bonds, debentures, notes or other debt obligations having the Prospectusright to vote (or convertible into, or exchangeable for, securities having the right to vote) with the stockholders of the Company on any matter. All of the issued and the Common Stock conforms to the description thereof contained under the caption “Description of Capital Stock” in the Prospectus; the outstanding shares of capital stock Company Common Stock have been duly authorized and validly issued and are fully paid paid, nonassessable and nonassessablefree of preemptive rights. (b) As of the Company Capitalization Date, no shares of Company Capital Stock were reserved for issuance except for 58,422 shares of Company Common Stock reserved for issuance in connection with stock options, restricted stock units, or other equity awards under Company Benefit Plans. (c) None of the shares of Company Common Stock were issued in violation of any federal or state securities laws or any other applicable Legal Requirement. There are As of the date of this Agreement there are: (i) other than outstanding Company Equity Awards, no preemptive rights outstanding subscriptions, Contracts, conversion privileges, options, warrants, calls or other rights obligating the Company or any of its Subsidiaries to subscribe for issue, sell or otherwise dispose of, or to purchase, redeem or any restriction upon the voting or transfer ofotherwise acquire, any shares of capital stock pursuant to the Company’s Amended and Restated Articles of Incorporation, as amended, or Amended and Restated Bylaws, as amended, or any agreement or other instrument to which the Company or any of its Subsidiaries; and (ii) no contractual obligations of the Subsidiaries is a party Company or by which any of them may be bound other than those described in the Registration Statement and the Prospectus. None its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any equity security of the outstanding Company or its Subsidiaries or any securities representing the right to purchase or otherwise receive any shares of the Company’s capital stock were issued in violation or any other equity security of the Company or its Subsidiaries. Except as permitted by this Agreement, since the Company Capitalization Date, no shares of Company Common Stock have been purchased, redeemed or otherwise acquired, directly or indirectly, by the Company or any preemptive rights, rights of first refusal its Subsidiaries and no dividends or other similar rights distributions payable in any equity securities of the Company or any of its Subsidiaries have been declared, set aside, made or paid to subscribe for or purchase securities the stockholders of the Company. There are no authorized or outstanding optionsOther than its Subsidiaries, warrantsthe Company does not own, preemptive rightsnor has any Contract to acquire, rights of first refusal any equity interests or other rights to purchase, securities of any Person or any direct or indirect equity or debt securities convertible into or exchangeable or exercisable for, ownership interest in any capital stock of the Company other than those specifically described in the Registration Statement and the Prospectus. The Company has no obligations to register for resale under the Securities Act any of its outstanding securities, including, but not limited to, any that would, as result of the filing of the Registration Statement or the offering or sale of the Shares as contemplated by this Agreement, give rise to any rights for or relating to the registration of any shares of Common Stock or other securities. All of the outstanding limited liability company or other equity interests of each Subsidiary have been duly authorized and validly issued, are, in the case of any Subsidiary that is a corporation, fully paid and nonassessable, and are owned directly by the Company, free and clear of any claim, lien, encumbrance or security interest. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or other interests convertible into or exchangeable or exercisable for, any limited liability company or other equity interests of any Subsidiary other than those described in the Registration Statement and the Prospectusbusiness.

Company Capitalization. (a) The capitalization authorized capital stock of the Company is currently consists exclusively of: (i) 300,000 authorized shares of Company Common Stock, of which, 231,140.5047 shares were issued and outstanding as set forth in of the Registration Statement date of this Agreement (the “Company Capitalization Date”). The Company does not have outstanding any bonds, debentures, notes or other debt obligations having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) with the shareholders of the Company on any matter. All of the issued and the Prospectus, and the Common Stock conforms to the description thereof contained under the caption “Description of Capital Stock” in the Prospectus; the outstanding shares of capital stock Company Common Stock have been duly authorized and validly issued and are fully paid paid, non-assessable and nonassessablefree of preemptive rights. There Except as set forth in Section 3.5 of the Company Disclosure Schedules, there are no preemptive rights equity-based awards outstanding as of the Company Capitalization Date. (b) None of the shares of Company Common Stock were issued in violation of any federal or state securities laws or any other applicable Legal Requirement. As of the date of this Agreement there are: (i) no outstanding subscriptions, Contracts, conversion privileges, options, warrants, calls or other rights obligating the Company or any of its Subsidiaries to subscribe for issue, sell or otherwise dispose of, or to purchase, redeem or any restriction upon the voting or transfer ofotherwise acquire, any shares of capital stock pursuant to the Company’s Amended and Restated Articles of Incorporation, as amended, or Amended and Restated Bylaws, as amended, or any agreement or other instrument to which the Company or any of its Subsidiaries; and (ii) no contractual obligations of the Subsidiaries is a party Company or by which any of them may be bound other than those described in the Registration Statement and the Prospectus. None its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any equity security of the outstanding Company or its Subsidiaries or any securities representing the right to purchase or otherwise receive any shares of the Company’s capital stock were issued in violation or any other equity security of the Company or its Subsidiaries. Except as permitted by this Agreement, since the Company Capitalization Date, no shares of Company Common Stock have been purchased, redeemed or otherwise acquired, directly or indirectly, by the Company or any preemptive rights, rights of first refusal its Subsidiaries and no dividends or other similar rights distributions payable in any equity securities of the Company or any of its Subsidiaries have been declared, set aside, made or paid to subscribe for or purchase securities the shareholders of the Company. There are no authorized or outstanding optionsOther than its Subsidiaries, warrantsthe Company does not own, preemptive rightsnor has any Contract to acquire, rights of first refusal any equity interests or other rights to purchase, securities of any Person or any direct or indirect equity or debt securities convertible into or exchangeable or exercisable for, ownership interest in any capital stock of the Company other than those specifically described in the Registration Statement and the Prospectus. The Company has no obligations to register for resale under the Securities Act any of its outstanding securities, including, but not limited to, any that would, as result of the filing of the Registration Statement or the offering or sale of the Shares as contemplated by this Agreement, give rise to any rights for or relating to the registration of any shares of Common Stock or other securities. All of the outstanding limited liability company or other equity interests of each Subsidiary have been duly authorized and validly issued, are, in the case of any Subsidiary that is a corporation, fully paid and nonassessable, and are owned directly by the Company, free and clear of any claim, lien, encumbrance or security interest. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or other interests convertible into or exchangeable or exercisable for, any limited liability company or other equity interests of any Subsidiary other than those described in the Registration Statement and the Prospectusbusiness.

Company Capitalization. (a) The capitalization Company is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware and has all requisite limited liability company or other requisite power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted. The Company is duly qualified or licensed to do business and is in good standing (or the equivalent thereof) in each jurisdiction in which the character or location of the properties owned, leased or operated by the Company or the nature of the business conducted by the Company makes such qualification necessary, except such jurisdictions where the failure to be so qualified or licensed and in good standing does not and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Except as set forth in Section 4.4(a) of the Registration Statement and Seller Disclosure Letter, the ProspectusCompany does not own, and the Common Stock conforms to the description thereof contained under the caption “Description of Capital Stock” in the Prospectus; the outstanding shares of directly or indirectly, any capital stock or other equity, ownership, proprietary or voting interest in any Person. (b) The issued and outstanding Equity Interests of the Company (including the holders thereof) is set forth in Section 4.4(b) of the Seller Disclosure Letter. All of the Interests have been duly authorized and validly issued and and, to the extent such concepts are applicable thereto, are fully paid and nonassessable, and are not subject to, and were not issued in violation of, any preemptive or similar rights. There are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of capital stock pursuant to the Company’s Amended and Restated Articles of Incorporation, as amended, or Amended and Restated Bylaws, as amended, or any agreement or other instrument to which the Company or any of the Subsidiaries is a party or by which any of them may be bound other than those described in the Registration Statement and the Prospectus. None of the outstanding shares of the Company’s capital stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal warrants or other rights to purchase, or equity any authorized stock appreciation, phantom stock, profit participation or debt securities convertible into or exchangeable or exercisable for, any similar rights with respect to the capital stock of or other Equity Interests or voting securities in, the Company other than those specifically described in the Registration Statement and the ProspectusCompany. The Company has no obligations authorized or outstanding bonds, debentures, notes or other indebtedness the holders of which have the right to register vote (or convertible into, exchangeable for, or evidencing the right to subscribe for resale under or acquire securities having the Securities Act any of its outstanding securities, including, but not limited to, any that would, as result right to vote) with the equity holders of the filing of the Registration Statement or the offering or sale of the Shares as contemplated by this Agreement, give rise to Company on any rights for or relating to the registration of any shares of Common Stock or other securities. All of the outstanding limited liability company or other equity interests of each Subsidiary have been duly authorized and validly issued, are, in the case of any Subsidiary that is a corporation, fully paid and nonassessable, and are owned directly by the Company, free and clear of any claim, lien, encumbrance or security interestmatter. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights irrevocable proxies and no voting agreements with respect to purchaseany capital stock of, or other interests convertible into Equity Interests or exchangeable or exercisable forvoting securities in, any limited liability company or other equity interests the Company. (c) The Company has no Subsidiaries. *** Confidential treatment has been requested for redacted portions of any Subsidiary other than those described in this exhibit. This copy omits the Registration Statement information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and the ProspectusExchange Commission.

Company Capitalization. (i) The capitalization of the Company is as set forth in the Registration Statement and the Prospectus, and the Common Stock conforms to the description thereof contained under the caption “Description of Capital Stock” in the Prospectus; the outstanding shares of capital stock have been duly entire authorized and validly issued and are fully paid and nonassessable. There are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of capital stock pursuant to the Company’s Amended and Restated Articles of Incorporation, as amended, or Amended and Restated Bylaws, as amended, or any agreement or other instrument to which the Company or any of the Subsidiaries is a party or by which any of them may be bound other than those described in the Registration Statement and the Prospectus. None of the outstanding shares of the Company’s capital stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company consists of 10,000 Company Common Shares of which 1,000 are issued and outstanding as of the date hereof. Schedule 5.1(c)(i) lists each shareholder of the Company (each, a “Shareholder”) and their respective percentage ownership of the Company on a fully-diluted basis as of the date hereof and as of the Effective Time (with respect to each Shareholder, his, her or its “Company Ownership Percentage”). There are no other stockholders of the Company other than those specifically described in the Registration Statement and the ProspectusShareholders. The Company has no obligations to register for resale under the Securities Act does not own any of its outstanding securitiesSubsidiary. (ii) No bonds, includingdebentures, but not limited to, any that would, as result notes or other indebtedness of the filing of Company having the Registration Statement right to vote on any matter on which stockholders may vote are issued or the offering or sale of the Shares as contemplated by this Agreement, give rise to any rights for or relating to the registration of any shares of outstanding. (iii) All issued and outstanding Company Common Stock or other securities. All of the outstanding limited liability company or other equity interests of each Subsidiary Shares: (A) have been duly authorized and validly issued, are, in the case of any Subsidiary that is a corporation, ; (B) are fully paid and nonassessable, ; and are owned directly by (C) were issued in compliance with all applicable state and federal laws concerning the Company, free and clear issuance of any claim, lien, encumbrance or security interestsecurities. There are no authorized or outstanding options, warrants, preemptive purchase rights, subscription rights, conversion or exchange rights or other contracts or commitments that could require the Company to issue, sell or otherwise cause to become outstanding any of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to the Company. Except as set forth in, or contemplated by, this Agreement, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of the Company. (iv) Other than this Agreement, there are no outstanding contractual obligations of the Company (A) restricting the transfer of, (B) affecting the voting rights of, (C) requiring the repurchase, redemption or disposition of, or containing any right of first refusal or other rights to purchasewith respect to, (D) requiring the registration for sale of, or other interests convertible into (E) granting any preemptive or exchangeable or exercisable forantidilutive rights with respect to, any limited liability company of the Company Common Shares or any capital stock of, or other equity interests in, the Company. There are no outstanding contractual obligations of the Company to provide funds to, or make any Subsidiary other than those described investment (in the Registration Statement and the Prospectusform of a loan, capital contribution or otherwise) in, any Person.

Company Capitalization. (i) The capitalization of the Company is as set forth in the Registration Statement and the Prospectus, and the Common Stock conforms to the description thereof contained under the caption “Description of Capital Stock” in the Prospectus; the outstanding shares of capital stock have been duly entire authorized and validly issued and are fully paid and nonassessable. There are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of capital stock pursuant to the Company’s Amended and Restated Articles of Incorporation, as amended, or Amended and Restated Bylaws, as amended, or any agreement or other instrument to which the Company or any of the Subsidiaries is a party or by which any of them may be bound other than those described in the Registration Statement and the Prospectus. None of the outstanding shares of the Company’s capital stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company consists of 10,000 Company Common Shares of which 4,879 are issued and outstanding as of the date hereof. Schedule 5.1(c)(i) lists each shareholder of the Company (each, a “Shareholder”) and their respective percentage ownership of the Company on a fully-diluted basis as of the date hereof and as of the Effective Time (with respect to each Shareholder, his, her or its “Company Ownership Percentage”). There are no other stockholders of the Company other than those specifically described in the Registration Statement and the ProspectusShareholders. The Company has no obligations to register for resale under the Securities Act does not own any of its outstanding securitiesSubsidiary. (ii) No bonds, includingdebentures, but not limited to, any that would, as result notes or other indebtedness of the filing of Company having the Registration Statement right to vote on any matter on which stockholders may vote are issued or the offering or sale of the Shares as contemplated by this Agreement, give rise to any rights for or relating to the registration of any shares of outstanding. (iii) All issued and outstanding Company Common Stock or other securities. All of the outstanding limited liability company or other equity interests of each Subsidiary Shares: (A) have been duly authorized and validly issued, are, in the case of any Subsidiary that is a corporation, ; (B) are fully paid and nonassessable, ; and are owned directly by (C) were issued in compliance with all applicable state and federal laws concerning the Company, free and clear issuance of any claim, lien, encumbrance or security interestsecurities. There are no authorized or outstanding options, warrants, preemptive purchase rights, subscription rights, conversion or exchange rights or other contracts or commitments that could require the Company to issue, sell or otherwise cause to become outstanding any of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to the Company. Except as set forth in, or contemplated by, this Agreement, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of the Company. (iv) Other than this Agreement, there are no outstanding contractual obligations of the Company (A) restricting the transfer of, (B) affecting the voting rights of, (C) requiring the repurchase, redemption or disposition of, or containing any right of first refusal or other rights to purchasewith respect to, (D) requiring the registration for sale of, or other interests convertible into (E) granting any preemptive or exchangeable or exercisable forantidilutive rights with respect to, any limited liability company of the Company Common Shares or any capital stock of, or other equity interests in, the Company. There are no outstanding contractual obligations of the Company to provide funds to, or make any Subsidiary other than those described investment (in the Registration Statement and the Prospectusform of a loan, capital contribution or otherwise) in, any Person.

Company Capitalization. The Company’s authorized capitalization of the Company is as set forth in the Registration Statement documents incorporated by reference in the Time of Sale Disclosure Package and Prospectus and has not changed, except for subsequent issuances, if any, pursuant to this Agreement or pursuant to reservations, agreements or benefit plans referred to in the Time of Sale Disclosure Package and the Prospectus, and ; the Common Stock capital stock of the Company conforms in all material respects to the description thereof contained in the Time of Sale Disclosure Package and the Prospectus under the caption “Description of Capital Stock” in the Prospectus”; the outstanding shares of capital stock have been duly authorized and validly issued and are fully paid and nonassessable. There are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of capital stock pursuant to the Company’s Amended and Restated Articles of Incorporation, as amended, or Amended and Restated Bylaws, as amended, or any agreement or other instrument to which the Company or any of the Subsidiaries is a party or by which any of them may be bound other than those described in the Registration Statement Statement, the Time of Sale Disclosure Package and the Prospectus. None of the outstanding shares of the Company’s capital stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company other than those specifically described in the Registration Statement Statement, the Time of Sale Disclosure Package and the Prospectus. The Company has no obligations to register for resale under the Securities Act any of its outstanding securities, including, but not limited to, any that would, as a result of the filing of the Registration Statement or the offering or sale of the Shares Securities as contemplated by this Agreement, give rise to any rights for or relating to the registration of any shares of Common Stock or other its outstanding securities. All of the outstanding limited liability company or other equity interests of each Subsidiary have been duly authorized and validly issued, are, in the case of any Subsidiary that is a corporation, fully paid and nonassessable, and are owned directly by the Company, free and clear of any claim, lien, encumbrance or security interest. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or other interests convertible into or exchangeable or exercisable for, any limited liability company or other equity interests of any Subsidiary other than those described in the Registration Statement Statement, the Time of Sale Disclosure Package and the Prospectus.

Company Capitalization. The capitalization authorized capital stock of the Company is as set forth in the Registration Statement consists of 100,000,000 shares of Common Stock, of which 30,354,980 shares are issued and the Prospectusoutstanding and 10,000,000 shares of preferred stock, par value $.001 per share, of which no shares are issued and the Common Stock conforms to the description thereof contained under the caption “Description outstanding. All of Capital Stock” in the Prospectus; the outstanding shares of capital stock the Company's Common Stock have been duly authorized and validly issued and are fully paid and nonassessablenon-assessable and were issued in accordance with the registration or qualification provisions of the Securities Act and any relevant state securities laws or pursuant to valid exemptions therefrom. There Except as set forth in this Agreement and as set forth in the SEC Documents and the attached Schedule 3(c), no shares of Common Stock are no entitled to preemptive rights or other registration rights and there are no outstanding options, warrant, scrip, rights to subscribe for to, calls or to purchasecommitments of any character whatsoever relating to, or any restriction upon the voting securities or transfer ofrights convertible into, any shares of capital stock pursuant to the Company’s Amended and Restated Articles of Incorporation, as amended, or Amended and Restated Bylaws, as amended, or any agreement or other instrument to which the Company or any of the Subsidiaries is a party or by which any of them may be bound other than those described in the Registration Statement and the Prospectus. None of the outstanding shares of the Company’s capital stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There Furthermore, except as set forth in this Agreement and as set forth in the SEC Documents and the attached Schedule 3(c), there are no authorized or outstanding optionscontracts, warrantscommitments, preemptive rights, rights of first refusal or other rights to purchaseunderstandings, or equity arrangements by which the Company is or debt securities convertible into or exchangeable or exercisable for, any may become bound to issue additional shares of the capital stock of the Company other than those specifically described or options, securities or rights convertible into shares of capital stock of the Company. The Company is not a party to, and it has no knowledge of, any agreement restricting the voting or transfer of any shares of the capital stock of the Company. Except as set forth in the Registration Statement SEC Documents, the offer and sale of all capital stock, convertible securities, rights, warrants, or options of the ProspectusCompany issued prior to the Closing complied with all applicable federal and state securities laws, and no stockholder has a right of rescission or damages with respect thereto which would have a Material Adverse Effect. The Company has no obligations filed as exhibits to register for resale under the Securities Act any of its outstanding securities, including, but not limited to, any that would, as result SEC Documents true and correct copies of the filing Company's articles or certificate of incorporation as in effect on the date hereof (the "Charter"), and the Company's bylaws as in effect on the date hereof (the "Bylaws"). The Company has not received any notice from the AMEX questioning or threatening the continued inclusion of the Registration Statement or the offering or sale of the Shares as contemplated by this Agreement, give rise to any rights for or relating to the registration of any shares of Common Stock or other securities. All of the outstanding limited liability company or other equity interests of each Subsidiary have been duly authorized and validly issued, are, in the case of any Subsidiary that is a corporation, fully paid and nonassessable, and are owned directly by the Company, free and clear of any claim, lien, encumbrance or security interest. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or other interests convertible into or exchangeable or exercisable for, any limited liability company or other equity interests of any Subsidiary other than those described in the Registration Statement and the Prospectuson such market.

Company Capitalization. (a) The capitalization authorized capital stock of Company currently consists exclusively of: (i) 10,000,000 shares of Company Common Stock, of which, as of December 31, 2012 (the “Company Capitalization Date”), 2,087,932 shares were issued and outstanding; and (ii) 1,000,000 shares of Company’s preferred stock, no par value (“Company Preferred Stock”), of which no shares are designated and outstanding. Company does not have outstanding any bonds, debentures, notes or other debt obligations having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) with the stockholders of Company on any matter. All of the Company is as set forth in the Registration Statement issued and the Prospectus, and the Common Stock conforms to the description thereof contained under the caption “Description of Capital Stock” in the Prospectus; the outstanding shares of capital stock Company Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. (b) None of the shares of Company Common Stock were issued in violation of any federal or state securities laws or any other applicable Legal Requirement. There are As of the date of this Agreement there are: (i) no preemptive rights outstanding subscriptions, Contracts, conversion privileges, options, warrants, calls or other rights obligating Company or any of its Subsidiaries to subscribe for issue, sell or otherwise dispose of, or to purchase, redeem or any restriction upon the voting or transfer ofotherwise acquire, any shares of capital stock pursuant to the Company’s Amended and Restated Articles of Incorporation, as amended, or Amended and Restated Bylaws, as amended, or any agreement or other instrument to which the Company or any of the Subsidiaries is a party its Subsidiaries; and (ii) no contractual obligations of Company or by which any of them may be bound other than those described in the Registration Statement and the Prospectus. None of the outstanding shares of the Company’s capital stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company other than those specifically described in the Registration Statement and the Prospectus. The Company has no obligations to register for resale under the Securities Act any of its outstanding securitiesSubsidiaries to repurchase, including, but not limited to, redeem or otherwise acquire any that would, shares of Company Common Stock or any equity security of Company or its Subsidiaries or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of Company or its Subsidiaries. Except as result of the filing of the Registration Statement or the offering or sale of the Shares as contemplated permitted by this Agreement, give rise to since the Company Capitalization Date, no shares of Company Common Stock have been purchased, redeemed or otherwise acquired, directly or indirectly, by Company or any rights for of its Subsidiaries and no dividends or relating other distributions payable in any equity securities of Company or any of its Subsidiaries have been declared, set aside, made or paid to the registration stockholders of Company. Company does not own, nor has any Contract to acquire, any equity interests or other securities of any shares of Common Stock Person or any direct or indirect equity or ownership interest in any other securities. All of the outstanding limited liability company or other equity interests of each Subsidiary have been duly authorized and validly issued, are, in the case of any Subsidiary that is a corporation, fully paid and nonassessable, and are owned directly by the Company, free and clear of any claim, lien, encumbrance or security interest. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or other interests convertible into or exchangeable or exercisable for, any limited liability company or other equity interests of any Subsidiary other than those described in the Registration Statement and the Prospectusbusiness.

Company Capitalization. The capitalization As of the Closing, Thermo will be the sole record and beneficial owner of all of the Company is as set forth Membership Interests. All of the outstanding equity interests in the Registration Statement and the Prospectus, and the Common Stock conforms to the description thereof contained under the caption “Description of Capital Stock” in the Prospectus; the outstanding shares of capital stock Company have been duly authorized and validly issued and issued, are fully paid and nonassessable. There are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of capital stock pursuant to the Company’s Amended and Restated Articles of Incorporation, as amended, or Amended and Restated Bylaws, as amended, or any agreement or other instrument to which the Company or any of the Subsidiaries is a party or by which any of them may be bound other than those described in the Registration Statement and the Prospectus. None of the outstanding shares of the Company’s capital stock were have not been issued in violation of Applicable Law or any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities rights. At the Closing, all of the Companyequity interests in the Company will be owned by Thermo free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such interests (other than transfer restrictions under the Securities Act)). There are Except as set forth on Section 3.05(b) of the Company Disclosure Schedules, as of the Closing, there will be no authorized authorized, issued, reserved for issuance or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or (i) equity or debt securities convertible into or exchangeable or exercisable for, any capital stock interests of the Company other than those specifically described in the Registration Statement and Company Membership Interests held by Thermo, (ii) securities of the Prospectus. The Company has no obligations convertible into or exchangeable for equity interests of the Company or (iii) options, warrants, restricted equity, equity appreciation rights, performance units, contingent value rights, “phantom” equity, incentive units or other similar securities or rights to register for resale under acquire from the Securities Act any Company, or other obligation of its outstanding securitiesthe Company to issue, including, but not limited or rights relating to, any that would, as result of the filing of foregoing (the Registration Statement or items in Section 3.05(b)(i), (ii) and (iii) being referred to collectively as the offering or sale of the Shares as contemplated by this Agreement, give rise to any rights for or relating to the registration of any shares of Common Stock or other securities. All of the outstanding limited liability company or other equity interests of each Subsidiary have been duly authorized and validly issued, are, in the case of any Subsidiary that is a corporation, fully paid and nonassessable, and are owned directly by the Company, free and clear of any claim, lien, encumbrance or security interest“Company Securities”). There are no authorized outstanding obligations of any of the Acquired Companies to repurchase, redeem or outstanding optionsotherwise acquire any Company Securities, warrantsand, preemptive rightsother than the LLC Agreement, rights of first refusal there are no voting trusts, member agreements, pooling agreements, proxies or other rights Contracts in effect with respect to purchasethe voting or transfer of any Company Securities. Other than this Agreement, there are no agreements or other interests convertible into instruments relating to the future issuance, sale or exchangeable or exercisable for, any limited liability company or other equity interests transfer of any Subsidiary other than those described in the Registration Statement and the ProspectusCompany Securities.

Company Capitalization. (a) As of the Effective Date, the Company has (i) 20,000 authorized shares of Company Common Stock, of which 11,000 shares are issued and outstanding; (ii) no authorized, issued or outstanding shares of preferred stock of the Company; (iii) no issued and outstanding options, warrants, convertible instruments or any other agreements or documents which entitle or could entitle any Person to receive any shares of Company Common Stock. The capitalization Company has no shares of Company Common Stock issued or outstanding which are unvested or are subject to a repurchase option or the risk of forfeiture under any applicable restricted stock purchase agreement or other agreement with the Company. (b) Other than the 11,000 shares of Company Common Stock, there no other Company Securities of the Company is issued, outstanding or required to be issued by the Company. Except as set forth in herein and as of the Registration Statement and Effective Date, no Company Securities of the Prospectus, and the Company were reserved for issuance. All shares of Company Common Stock conforms are duly authorized, validly issued, fully paid, nonassessable and not subject to the description thereof contained under the caption “Description of Capital Stock” in the Prospectus; the outstanding shares of capital stock have been duly authorized and validly issued and are fully paid and nonassessable. There are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of capital stock pursuant to the Company’s Amended and Restated Articles of Incorporation, as amended, or Amended and Restated Bylaws, as amended, or any agreement or other instrument to which the Company or any of the Subsidiaries is a party or by which any of them may be bound other than those described in the Registration Statement and the Prospectus. None of the outstanding shares of the Company’s capital stock were issued in violation of any purchase option, call option, right of first refusal, preemptive rights, subscription right or any similar right under any provision of the GCL, the Charter Documents or any Contract to which the Company is otherwise bound. From the Effective Date until the Effective Time, the Company has not (i) issued any Company Securities or other rights that give the holder thereof any economic benefit accruing to the holders of any Company Securities or (ii) granted, committed to grant or otherwise created or assumed any obligation with respect to any Company Securities. (c) Neither the Company nor any Company Subsidiary is a party to any Contract relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to subscribe for or purchase securities any Company Securities of the Company. There are no authorized . (d) The Company Distribution Table sets forth: (i) the name and mailing address of each Company Shareholder entitled to distribution of a portion of the Merger Consideration, (ii) the number of Company Common Stock of each class and series of Company Common Stock held by each Company Shareholder as of immediately prior to the Effective Time, (iii) the amount of any Taxes required to be withheld under applicable Law, and (iv) as applicable, with respect to each holder of Company Common Stock issued on or outstanding optionsafter January 1, warrants2011 or any other security that, preemptive rightsin each case, rights would be deemed a “covered security” under Treasury Regulation §1.6045-1(a)(15), the cost basis and date of first refusal issuance of such shares or other rights to purchasesecurities, and the Company Distribution Table is true, complete and accurate in all respects as of the Effective Date and shall be true, complete and accurate in all respects as of the Closing Date. (e) No Company Shareholders have exercised and perfected, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of informed the Company other than those specifically described in the Registration Statement and the Prospectus. The Company has no obligations that they expect to register for resale under the Securities Act any of its outstanding securitiesor will exercise, including, but not limited to, any that would, as result of the filing of the Registration Statement appraisal or the offering or sale of the Shares as contemplated by this Agreement, give rise to any dissenters’ rights for or relating to the registration of any shares of Company Common Stock or other securities. All of in accordance with the outstanding limited liability company or other equity interests of each Subsidiary have been duly authorized and validly issued, are, in the case of any Subsidiary that is a corporation, fully paid and nonassessable, and are owned directly by the Company, free and clear of any claim, lien, encumbrance or security interest. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or other interests convertible into or exchangeable or exercisable for, any limited liability company or other equity interests of any Subsidiary other than those described in the Registration Statement and the ProspectusGCL.

Company Capitalization. (a) The capitalization authorized capital stock of the Company is currently consists exclusively of 200,000 shares of Company Common Stock, of which, as set forth in of June 30, 2014 (the Registration Statement “Company Capitalization Date”), 57,993 shares were issued and outstanding; and (ii) 40,000 shares of the ProspectusCompany’s preferred stock, $100.00 par value per share (“Company Preferred Stock”), of which no shares were designated and outstanding as of the Common Stock conforms Company Capitalization Date. The Company does not have outstanding any bonds, debentures, notes or other debt obligations having the right to vote (or convertible into, or exchangeable for, securities having the description thereof contained under right to vote) with the caption “Description shareholders of Capital Stock” in the Prospectus; Company on any matter. All of the issued and outstanding shares of capital stock Company Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. (b) No equity-based awards were outstanding as of the Company Capitalization Date. There are Since the Company Capitalization Date through the date hereof, the Company has not: (i) issued or repurchased any shares of Company Common Stock or Company Preferred Stock or other equity securities of the Company; or (ii) issued or awarded any options, stock appreciation rights, restricted shares, restricted stock units, deferred equity units, awards based on the value of Company Common Stock or any other equity-based awards. From the Company Capitalization Date through the date of this Agreement, neither the Company nor any of its Subsidiaries has: (A) accelerated the vesting of or lapsing of restrictions with respect to any stock-based compensation awards or long-term incentive compensation awards; (B) with respect to executive officers of the Company or its Subsidiaries, entered into or amended any employment, severance, change in control or similar agreement (including any agreement providing for the reimbursement of excise taxes under Section 4999 of the Code); or (C) adopted or materially amended any Company Benefit Plan. (c) None of the shares of Company Common Stock were issued in violation of any federal or state securities laws or any other applicable Legal Requirement. Except as set forth in Section 3.5(c) of the Company Disclosure Schedules, as of the date of this Agreement there are: (i) no preemptive rights outstanding subscriptions, Contracts, conversion privileges, options, warrants, calls or other rights obligating the Company or any of its Subsidiaries to subscribe for issue, sell or otherwise dispose of, or to purchase, redeem or any restriction upon the voting or transfer ofotherwise acquire, any shares of capital stock pursuant to the Company’s Amended and Restated Articles of Incorporation, as amended, or Amended and Restated Bylaws, as amended, or any agreement or other instrument to which the Company or any of its Subsidiaries; and (ii) no contractual obligations of the Subsidiaries is a party Company or by which any of them may be bound other than those described in the Registration Statement and the Prospectus. None its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any equity security of the outstanding Company or its Subsidiaries or any securities representing the right to purchase or otherwise receive any shares of the Company’s capital stock were issued in violation or any other equity security of the Company or its Subsidiaries. Except as permitted by this Agreement, since the Company Capitalization Date, no shares of Company Common Stock have been purchased, redeemed or otherwise acquired, directly or indirectly, by the Company or any preemptive rights, rights of first refusal its Subsidiaries and no dividends or other similar rights distributions payable in any equity securities of the Company or any of its Subsidiaries have been declared, set aside, made or paid to subscribe for or purchase securities the shareholders of the Company. There are no authorized or outstanding optionsThe Company does not own, warrantsnor has any Contract to acquire, preemptive rights, rights of first refusal any equity interests or other rights to purchase, securities of any Person or any direct or indirect equity or debt securities convertible into or exchangeable or exercisable for, ownership interest in any capital stock of the Company other than those specifically described in the Registration Statement and the Prospectus. The Company has no obligations to register for resale under the Securities Act any of its outstanding securities, including, but not limited to, any that would, as result of the filing of the Registration Statement or the offering or sale of the Shares as contemplated by this Agreement, give rise to any rights for or relating to the registration of any shares of Common Stock or other securities. All of the outstanding limited liability company or other equity interests of each Subsidiary have been duly authorized and validly issued, are, in the case of any Subsidiary that is a corporation, fully paid and nonassessable, and are owned directly by the Company, free and clear of any claim, lien, encumbrance or security interest. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or other interests convertible into or exchangeable or exercisable for, any limited liability company or other equity interests of any Subsidiary other than those described in the Registration Statement and the Prospectusbusiness.

Company Capitalization. (a) The capitalization authorized capital stock of the Company is currently consists exclusively of 5,000,000 shares of Company Common Stock, of which, as set forth in of September 30, 2015 (the Registration Statement “Company Capitalization Date”), 1,633,862 shares were issued and outstanding; and (ii) 1,000,000 shares of the ProspectusCompany’s preferred stock, $1.00 par value per share (“Company Preferred Stock”), of which no shares were designated and outstanding as of the Common Stock conforms Company Capitalization Date. The Company does not have outstanding any bonds, debentures, notes or other debt obligations having the right to vote (or convertible into, or exchangeable for, securities having the description thereof contained under right to vote) with the caption “Description shareholders of Capital Stock” in the Prospectus; Company on any matter. All of the issued and outstanding shares of capital stock Company Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. (b) No Equity-Based Awards were outstanding as of the Company Capitalization Date. There are Since the Company Capitalization Date through the date hereof, the Company has not: (i) issued or repurchased any shares of Company Common Stock or Company Preferred Stock or other equity securities of the Company; or (ii) issued or awarded any Equity-Based Awards. From the Company Capitalization Date through the date of this Agreement, neither the Company nor any of its Subsidiaries has: (A) accelerated the vesting of or lapsing of restrictions with respect to any stock-based compensation awards or long-term incentive compensation awards; (B) with respect to executive officers of the Company or its Subsidiaries, entered into or amended any employment, severance, change in control or similar agreement (including any agreement providing for the reimbursement of excise taxes under Section 4999 of the Code); or (C) adopted or materially amended any Company Benefit Plan. (c) None of the shares of Company Common Stock were issued in violation of any federal or state securities laws or any other applicable Legal Requirement. Except as set forth in Section 3.5(c) of the Company Disclosure Schedules, as of the date of this Agreement there are: (i) no preemptive rights outstanding subscriptions, Contracts, conversion privileges, options, warrants, calls or other rights obligating the Company or any of its Subsidiaries to subscribe for issue, sell or otherwise dispose of, or to purchase, redeem or any restriction upon the voting or transfer ofotherwise acquire, any shares of capital stock pursuant to the Company’s Amended and Restated Articles of Incorporation, as amended, or Amended and Restated Bylaws, as amended, or any agreement or other instrument to which the Company or any of its Subsidiaries; and (ii) no contractual obligations of the Subsidiaries is a party Company or by which any of them may be bound other than those described in the Registration Statement and the Prospectus. None its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any equity security of the outstanding Company or its Subsidiaries or any securities representing the right to purchase or otherwise receive any shares of the Company’s capital stock were issued in violation or any other equity security of the Company or its Subsidiaries. Except as permitted by this Agreement, since the Company Capitalization Date, no shares of Company Common Stock have been purchased, redeemed or otherwise acquired, directly or indirectly, by the Company or any preemptive rights, rights of first refusal its Subsidiaries and no dividends or other similar rights distributions payable in any equity securities of the Company or any of its Subsidiaries have been declared, set aside, made or paid to subscribe for or purchase securities the shareholders of the Company. There are no authorized or outstanding optionsThe Company does not own, warrantsnor has any Contract to acquire, preemptive rights, rights of first refusal any equity interests or other rights to purchase, securities of any Person or any direct or indirect equity or debt securities convertible into or exchangeable or exercisable for, ownership interest in any capital stock of the Company other than those specifically described in the Registration Statement and the Prospectus. The Company has no obligations to register for resale under the Securities Act any of its outstanding securities, including, but not limited to, any that would, as result of the filing of the Registration Statement or the offering or sale of the Shares as contemplated by this Agreement, give rise to any rights for or relating to the registration of any shares of Common Stock or other securities. All of the outstanding limited liability company or other equity interests of each Subsidiary have been duly authorized and validly issued, are, in the case of any Subsidiary that is a corporation, fully paid and nonassessable, and are owned directly by the Company, free and clear of any claim, lien, encumbrance or security interest. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or other interests convertible into or exchangeable or exercisable for, any limited liability company or other equity interests of any Subsidiary other than those described in the Registration Statement and the Prospectusbusiness.