Common use of Organization of Newco Clause in Contracts

Organization of Newco. Hippo and Rhino have caused Newco to be organized under the laws of the State of Delaware. The authorized capital stock of Newco consists of 200 shares, of which 100 shares are Common Stock and 100 shares are preferred stock. As of the date of this Agreement and prior to the Effective Time, one share of Common Stock has been issued to Hippo and one share of Common Stock has been issued to Rhino, each at a price of $1.00 per share. At the Effective Time, each of Hippo and Rhino shall return its share of Newco Common Stock to Newco for cancellation without the payment of any consideration therefor. Attached as Exhibits J and K, respectively, are the certificate of incorporation of Newco (the “Newco Charter”) and the bylaws of Newco (the “Newco Bylaws”). Prior to the Effective Time, the Newco Charter will be amended to increase the number of shares of authorized capital stock to a number that will be equal to at least the Newco Total Share Number, which number of authorized shares, as well as the Newco Total Share Number, shall be mutually agreed by Hippo and Rhino sufficiently in advance of the Closing Date to avoid any delay in the occurrence of the Closing.