Common use of Ventures, Subsidiaries and Affiliates; Outstanding Stock Clause in Contracts

Ventures, Subsidiaries and Affiliates; Outstanding Stock. Except as set forth in Schedule 3.19, as of the Restatement Effective Date, no Credit Party and no Subsidiary of any Credit Party (a) has any Subsidiaries, or (b) is engaged in any joint venture or partnership with any other Person. All issued and outstanding Stock and Stock Equivalents of each of the Credit Parties and each of their respective Subsidiaries are duly authorized and validly issued, fully paid, non-assessable (in the case of Stock issued by a corporation), and free and clear of all Liens other than, with respect to the Stock and Stock Equivalents of the Borrower and Subsidiaries of the Borrower, those in favor of Agent and, subject to the Intercreditor Agreement, the Second Lien Agent, for the benefit of the Secured Parties and the secured parties under the Second Lien Indebtedness Documentation, respectively. All such securities were issued in compliance in all material respects with all applicable state and federal laws concerning the issuance of securities. All of the issued and outstanding Stock of each Credit Party, each Subsidiary of each Credit Party and, as of the Restatement Effective Date, Holdings is owned by each of the Persons and in the amounts set forth in Schedule 3.19. Except as set forth in Schedule 3.19, there are no pre-emptive or other outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which any Credit Party may be required to issue, sell, repurchase or redeem any of its Stock or Stock Equivalents or any Stock or Stock Equivalents of its Subsidiaries. Set forth in Schedule 3.19 is a true and complete organizational chart (after giving effect to the Restatement Effective Date Related Transactions) of Holdings and all of its Subsidiaries, which the Credit Parties shall update upon notice to Agent promptly following the completion of any Permitted Acquisition and promptly following the incorporation, organization or formation of any Subsidiary. As of the Restatement Effective Date, (x) the Certificate of Ownership and Merger merging the Spinal Elements Merger Sub with and into Spinal Elements (the “Certificate of Merger”) has been approved by the Delaware Secretary of State, and upon filing and acceptance of the Certificate of Merger, the Restatement Effective Date Merger will be effective.

Ventures, Subsidiaries and Affiliates; Outstanding Stock. Except as set forth in Schedule 3.19, as of the Restatement Effective Date, no Credit Party and no Subsidiary of any Credit Party (a) has any Subsidiaries, or (b) is engaged in any joint venture or partnership with any other Person. All issued and outstanding Stock and Stock Equivalents of each of the Credit Parties and each of their respective Subsidiaries are duly authorized and validly issued, fully paid, non-assessable (in the case of Stock issued by a corporation), and free and clear of all Liens other than, with respect to the Stock and Stock Equivalents of the Borrower Issuer and Subsidiaries of the BorrowerIssuer, those in favor of Agent and, subject to the Intercreditor Agreement, the Second First Lien Agent, for the benefit of the Secured Parties and the secured parties under the Second First Lien Indebtedness Documentation, respectively. All such securities were issued in compliance in all material respects with all applicable state and federal laws concerning the issuance of securities. All of the issued and outstanding Stock of each Credit Party, each Subsidiary of each Credit Party and, as of the Restatement Effective Date, Holdings Holdings, is owned by each of the Persons and in the amounts set forth in Schedule 3.19. Except as set forth in Schedule 3.19, there are no pre-emptive or other outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which any Credit Party may be required to issue, sell, repurchase or redeem any of its Stock or Stock Equivalents or any Stock or Stock Equivalents of its Subsidiaries. Set forth in Schedule 3.19 is a true and complete organizational chart (after giving effect to the Restatement Effective Date Related Transactions) of Holdings and all of its Subsidiaries, which the Credit Parties shall update upon notice to Agent the Purchasers promptly following the completion of any Permitted Acquisition and promptly following the incorporation, organization or formation of any Subsidiary. As of the Restatement Effective Date, (x) the Certificate of Ownership and Merger merging the Spinal Elements KAMD Merger Sub II, Inc., a Delaware corporation with and into Spinal Elements (the “Certificate of Merger”) has been approved by the Delaware Secretary of State, and (y) upon filing and acceptance of the Certificate of Merger, the Restatement Effective Date Merger will be effective.

Ventures, Subsidiaries and Affiliates; Outstanding Stock. Except as set forth in Schedule 3.193.19 of the Disclosure Letter, as of the Restatement Effective Closing Date, no Credit Party and no Subsidiary of any Credit Party (a) has any Subsidiaries, or (b) is engaged in any joint venture or partnership with any other Person. All issued and outstanding Stock and Stock Equivalents of each of the Credit Parties and each of their respective Subsidiaries are duly authorized and validly issued, fully paid, non-assessable (in the case of Stock issued by a corporation)assessable, and free and clear of all Liens other than, than (x) with respect to the Stock and Stock Equivalents of the Borrower and Subsidiaries of the BorrowerBorrower Representative pledged pursuant to the Collateral Documents, those in favor of Agent and, subject to the Intercreditor Agreement, the Second Lien Agent, for the benefit of the Secured Parties and those in favor of the secured parties under Term Loan Agent and (y) with respect to the Second Lien Indebtedness DocumentationStock and Stock Equivalents of any other Subsidiary of the Borrower Representative not pledged pursuant to the Collateral Documents, respectivelyPermitted Liens. All such securities were issued in compliance in all material respects with all applicable state and federal laws concerning the issuance of securities. All of the issued and outstanding Stock of each Credit PartyParty (other than the Company), each Subsidiary of each Credit Party and, as of the Restatement Effective Date, Holdings is owned by each of the Persons and in the amounts set forth in Schedule 3.193.19 of the Disclosure Letter. Except as set forth in Schedule 3.193.19 of the Disclosure Letter, there are no pre-emptive or other outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which any Credit Party may be required to issue, sell, repurchase or redeem any of its Stock or Stock Equivalents or any Stock or Stock Equivalents of its Subsidiaries. Set forth in Schedule 3.19 of the Disclosure Letter is a true and complete organizational chart (after giving effect to of the Restatement Effective Date Related Transactions) of Holdings Company and all of its Subsidiaries, which the Credit Parties shall update upon notice to Agent promptly following the completion of any Permitted Acquisition and promptly following the incorporation, organization or formation of any Subsidiary. As Subsidiary and promptly following the completion of the Restatement Effective Date, (x) the Certificate of Ownership and Merger merging the Spinal Elements Merger Sub with and into Spinal Elements (the “Certificate of Merger”) has been approved by the Delaware Secretary of State, and upon filing and acceptance of the Certificate of Merger, the Restatement Effective Date Merger will be effectiveany Permitted Acquisition.

Ventures, Subsidiaries and Affiliates; Outstanding Stock. Except as set forth in Schedule 3.19, as of the Closing Restatement Effective Date, no Credit Party and no Subsidiary of any Credit Party (a) has any Subsidiaries, or (b) is engaged in any joint venture or partnership with any other Person. All issued and outstanding Stock and Stock Equivalents of each of the Credit Parties and each of their respective Subsidiaries are duly authorized and validly issued, fully paid, non-assessable (in the case of Stock issued by a corporation), and free and clear of all Liens other than, with respect to the Stock and Stock Equivalents of the Borrower Issuer and Subsidiaries of the BorrowerIssuer, those in favor of Agent and, subject to the Intercreditor Agreement, the Second First Lien Agent, for the benefit of the Secured Parties and the secured parties under the Second First Lien Indebtedness Documentation, respectively. All such securities were issued in compliance in all material respects with all applicable state and federal laws concerning the issuance of securities. All of the issued and outstanding Stock of each Credit Party, each Subsidiary of each Credit Party and, as of the Closing Restatement Effective Date, Holdings Holdings, is owned by each of the Persons and in the amounts set forth in Schedule 3.19. Except as set forth in Schedule 3.19, there are no pre-emptive or other outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which any Credit Party may be required to issue, sell, repurchase or redeem any of its Stock or Stock Equivalents or any Stock or Stock Equivalents of its Subsidiaries. Set forth in Schedule 3.19 is a true and complete organizational chart (after giving effect to the Restatement Closing Date MergerRestatement Effective Date Related Transactions) of Holdings and all of its Subsidiaries, which the Credit Parties shall update upon notice to Agent the Purchasers promptly following the completion of any Permitted Acquisition and promptly following the incorporation, organization or formation of any Subsidiary. As of the Closing Restatement Effective Date, (x) the Certificate of Ownership and Merger merging the Spinal Elements Initial Issuer KAMD Merger Sub II, Inc., a Delaware corporation with and into the Company Spinal Elements (the “Certificate of Merger”) has been reviewed and approved by the Georgia Delaware Secretary of State, and (y) upon filing and acceptance of the Certificate of Merger, the Closing Restatement Effective Date Merger will be effective.

Ventures, Subsidiaries and Affiliates; Outstanding Stock. Except as set forth in Schedule 3.19, as of the Restatement Effective Closing Date, no Credit Party and no Subsidiary of any Credit Party (a) has any Subsidiaries, or (b) is engaged in any joint venture or partnership with any other Person, or is an Affiliate of any other Person. All issued and outstanding Stock and Stock Equivalents of each of the Credit Parties and each of their respective Subsidiaries are duly authorized and validly issued, fully paid, non-assessable (in the case of Stock issued by a corporation)assessable, and free and clear of all Liens other than, with respect to the Stock and Stock Equivalents of the Borrower and Subsidiaries of the Borrower, those in favor of Agent and, subject to the Intercreditor Agreement, the Second Lien Agent, for the benefit of the Secured Parties and the secured parties under the Second Lien Indebtedness Documentation, respectivelyParties. All such securities were issued in compliance in all material respects with all applicable state and federal laws concerning the issuance of securities. All of the issued and outstanding Stock of each Credit Party, Party and each Subsidiary of each Credit Party and, as of the Restatement Effective Date, Holdings is owned by each of the Persons and in the amounts set forth in Schedule 3.19, which the Credit Parties shall update upon notice to Agent promptly following the incorporation, organization or formation of any Subsidiary, promptly following the completion of any Permitted Acquisition and promptly following any Janus Series A Preferred Proceeds Distribution. Except as set forth in Schedule 3.19, there are no pre-emptive or other outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which any Credit Party may be required to issue, sell, repurchase or redeem any of its Stock or Stock Equivalents or any Stock or Stock Equivalents of its Subsidiaries. Set forth in Schedule 3.19 is a true and complete organizational chart (after giving effect to of the Restatement Effective Date Related Transactions) of Holdings Borrower and all of its Subsidiaries, which the Credit Parties shall update upon notice to Agent promptly following the completion of any Permitted Acquisition and promptly following the incorporation, organization or formation of any Subsidiary. As Subsidiary and promptly following the completion of the Restatement Effective Date, (x) the Certificate of Ownership and Merger merging the Spinal Elements Merger Sub with and into Spinal Elements (the “Certificate of Merger”) has been approved by the Delaware Secretary of State, and upon filing and acceptance of the Certificate of Merger, the Restatement Effective Date Merger will be effectiveany Permitted Acquisition.

Ventures, Subsidiaries and Affiliates; Outstanding Stock. Except as set forth in Schedule 3.193.19 of the Disclosure Letter, as of the Restatement Effective Closing Date, no Credit Party and no Subsidiary of any Credit Party (a) has any Subsidiaries, or (b) is engaged in any joint venture or partnership with any other Person. All issued and outstanding Stock and Stock Equivalents of each of the Credit Parties and each of their respective Subsidiaries are duly authorized and validly issued, fully paid, non-assessable (in the case of Stock issued by a corporation)assessable, and free and clear of all Liens other than, than (x) with respect to the Stock and Stock Equivalents of the Borrower and Subsidiaries of the BorrowerBorrower Representative pledged pursuant to the Collateral Documents, those in favor of Agent and, subject to the Intercreditor Agreement, the Second Lien Term Agent, for the benefit of the Secured Parties and those in favor of the secured parties under Revolving Agent and (y) with respect to the Second Lien Indebtedness DocumentationStock and Stock Equivalents of any other Subsidiary of the Borrower Representative not pledged pursuant to the Collateral Documents, respectivelyPermitted Liens. All such securities were issued in compliance in all material respects with all applicable state and federal laws concerning the issuance of securities. All of the issued and outstanding Stock of each Credit PartyParty (other than the Company), each Subsidiary of each Credit Party and, as of the Restatement Effective Date, Holdings is owned by each of the Persons and in the amounts set forth in Schedule 3.193.19 of the Disclosure Letter. Except as set forth in Schedule 3.193.19 of the Disclosure Letter, there are no pre-emptive or other outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which any Credit Party may be required to issue, sell, repurchase or redeem any of its Stock or Stock Equivalents or any Stock or Stock Equivalents of its Subsidiaries. Set forth in Schedule 3.19 of the Disclosure Letter is a true and complete organizational chart (after giving effect to of the Restatement Effective Date Related Transactions) of Holdings Company and all of its Subsidiaries, which the Credit Parties shall update upon notice to the Term Agent promptly following the completion of any Permitted Acquisition and promptly following the incorporation, organization or formation of any Subsidiary. As Subsidiary and promptly following the completion of the Restatement Effective Date, (x) the Certificate of Ownership and Merger merging the Spinal Elements Merger Sub with and into Spinal Elements (the “Certificate of Merger”) has been approved by the Delaware Secretary of State, and upon filing and acceptance of the Certificate of Merger, the Restatement Effective Date Merger will be effectiveany Permitted Acquisition.

Ventures, Subsidiaries and Affiliates; Outstanding Stock. Except as set forth in Schedule 3.19, as of the Restatement Effective Closing Date, no Credit Loan Party and no Subsidiary of any Credit Loan Party (a) has any Subsidiaries, or (b) is engaged in any joint venture or partnership with any other Person. All issued and outstanding Capital Stock and Stock Equivalents of each of the Credit Parties Loan Party and each of their respective its Subsidiaries are duly authorized and validly issued, fully paid, non-assessable (in the case of Stock issued by a corporation)assessable, and free and clear of all Liens other thanthan inchoate tax liens and, with respect to the Capital Stock and Stock Equivalents of the Borrower and Subsidiaries of the Borrower, those in favor of Agent and, subject to the Intercreditor Agreement, the Second Lien Agent, for the benefit of the Secured Loan Parties and the secured parties under the Second Lien Indebtedness Documentationtheir Subsidiaries, respectivelyPermitted Liens. All such securities were issued in compliance in all material respects with all applicable state and federal laws concerning the issuance of securities. All As of the Closing Date, all of the issued and outstanding Capital Stock of each Credit Party, each Subsidiary of each Credit Loan Party and, as of the Restatement Effective Date, Holdings is owned by each of the Persons and in the amounts set forth in Schedule 3.19. Except As of the Closing Date, except as set forth in Schedule 3.19, there are no pre-emptive or other outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which any Credit Loan Party may be required to issue, sell, repurchase or redeem prepay any of its Capital Stock or Stock Equivalents or any Capital Stock or Stock Equivalents of its Subsidiaries, in each case on or prior to the Maturity Date. Set forth in Schedule 3.19 is a true and complete organizational chart (after giving effect to chart, as of the Restatement Effective Date Related Transactions) Closing Date, of Holdings and all of its Subsidiaries. Each Loan Party is the record and beneficial owner of, which and has good title to, the Credit Parties shall update upon notice to Agent promptly following Capital Stock and Stock Equivalents pledged by it under the completion Second Lien Security Agreement, free of any and all Liens, except the security interest created by the Second Lien Security Agreement and any Permitted Acquisition and promptly following the incorporationLiens, organization or formation of any Subsidiary. As and, as of the Restatement Effective Closing Date, (x) there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property that is convertible into, or that requires the Certificate of Ownership issuance or sale of, any such Capital Stock and Merger merging Stock Equivalents on or prior to the Spinal Elements Merger Sub with and into Spinal Elements (the “Certificate of Merger”) has been approved by the Delaware Secretary of State, and upon filing and acceptance of the Certificate of Merger, the Restatement Effective Date Merger will be effectiveMaturity Date.

Ventures, Subsidiaries and Affiliates; Outstanding Stock. Except as set forth in Schedule 3.19, as of the Restatement Effective Closing Date, no Credit Party and no Subsidiary of any Credit Party (a) has any Subsidiaries, or (b) is engaged in any joint venture or partnership with any other Person. All issued and outstanding Stock and Stock Equivalents of each of the Credit Parties and each of their respective Subsidiaries are duly authorized and validly issued, fully paid, non-assessable (in the case of Stock issued by a corporation), and free and clear of all Liens other than, with respect to the Stock and Stock Equivalents of the Borrower Issuer and Subsidiaries of the BorrowerIssuer, those in favor of Agent and, subject to the Intercreditor Agreement, the Second First Lien Agent, for the benefit of the Secured Parties and the secured parties under the Second First Lien Indebtedness Documentation, respectively. All such securities were issued in compliance in all material respects with all applicable state and federal laws concerning the issuance of securities. All of the issued and outstanding Stock of each Credit Party, each Subsidiary of each Credit Party and, as of the Restatement Effective Closing Date, Holdings Holdings, is owned by each of the Persons and in the amounts set forth in Schedule 3.19. Except as set forth in Schedule 3.19, there are no pre-emptive or other outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which any Credit Party may be required to issue, sell, repurchase or redeem any of its Stock or Stock Equivalents or any Stock or Stock Equivalents of its Subsidiaries. Set forth in Schedule 3.19 is a true and complete organizational chart (after giving effect to the Restatement Effective Closing Date Related TransactionsMerger) of Holdings and all of its Subsidiaries, which the Credit Parties shall update upon notice to Agent the Purchasers promptly following the completion of any Permitted Acquisition and promptly following the incorporation, organization or formation of any Subsidiary. As of the Restatement Effective Closing Date, (x) the Certificate of Ownership and Merger merging the Spinal Elements Merger Sub Initial Issuer with and into Spinal Elements the Company (the “Certificate of Merger”) has been reviewed and approved by the Delaware Georgia Secretary of State, and upon filing and acceptance of the Certificate of Merger, the Restatement Effective Closing Date Merger will be effective.

Ventures, Subsidiaries and Affiliates; Outstanding Stock. Except as set forth in Schedule 3.19, as of the Restatement Effective Closing Date, no Credit Party and no Subsidiary of any Credit Party (a) has any Subsidiaries, or (b) is engaged in any joint venture or partnership with any other Person, or is an Affiliate of any other Person. All issued and outstanding Stock and Stock Equivalents of each of the Credit Parties and each of their respective Subsidiaries are duly authorized and validly issued, fully paid, non-assessable (in the case of Stock issued by a corporation)assessable, and free and clear of all Liens other than, with respect to the Stock and Stock Equivalents of the Borrower and Subsidiaries of the Borrower, those in favor of Agent and, subject to the Intercreditor Agreement, the Second Lien Agent, for the benefit of the Secured Parties and the secured parties under the Second Lien Indebtedness Documentation, respectivelyParties. All such securities were issued in compliance in all material respects with all applicable state and federal laws concerning the issuance of securities. All of the issued and outstanding Stock of each Credit Party, Party (other than the Borrower) and each Subsidiary of each Credit Party and, as of the Restatement Effective Date, Holdings is owned by each of the Persons and in the amounts set forth in Schedule 3.19, which the Credit Parties shall update upon notice to Agent promptly following the incorporation, organization or formation of any Subsidiary, promptly following the completion of any Permitted Acquisition. Except as set forth in Schedule 3.19, there are no pre-emptive or other outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which any Credit Party may be required to issue, sell, repurchase or redeem any of its Stock or Stock Equivalents or any Stock or Stock Equivalents of its Subsidiaries. Set forth in Schedule 3.19 is a true and complete organizational chart (after giving effect to of the Restatement Effective Date Related Transactions) of Holdings Borrower and all of its Subsidiaries, which the Credit Parties shall update upon notice to Agent promptly following the completion of any Permitted Acquisition and promptly following the incorporation, organization or formation of any Subsidiary. As Subsidiary and promptly following the completion of the Restatement Effective Date, (x) the Certificate of Ownership and Merger merging the Spinal Elements Merger Sub with and into Spinal Elements (the “Certificate of Merger”) has been approved by the Delaware Secretary of State, and upon filing and acceptance of the Certificate of Merger, the Restatement Effective Date Merger will be effectiveany Permitted Acquisition.