Common use of Capitalization and Related Matters Clause in Contracts

Capitalization and Related Matters. (i) The authorized capital stock of CIR III consists of (A) 1,000,000 common shares of beneficial interest, of which 277,458 are issued and outstanding and held beneficially and of record by the Sellers, and (B) 500 preferred shares of beneficial interest, with no par value (the “Preferred Shares”), of which 125 are issued and outstanding. All such outstanding common shares and preferred shares have been duly authorized and are validly issued, fully paid and non-assessable. Schedule 4.1(aa)(i) sets forth the name, owner, jurisdiction of formation or organization (as applicable) of (A) each holder of CIR III Shares and the percentage of outstanding equity securities owned by each such holder and (B) each holder of Preferred Shares, each of whom holds one Preferred Share. (ii) Except as set forth in Schedule 4.1(aa)(ii), there are no outstanding or authorized options, warrants, convertible securities or other securities, rights, agreements, arrangements or commitments of any character (contingent or otherwise) relating to the shares of beneficial interest of CIR III or any of its Subsidiaries or obligating CIR III or any other Person to issue or sell any shares of beneficial interest of, or any other interest in, CIR III or any of its Subsidiaries. Neither CIR III nor any of its Subsidiaries has granted or authorized, and does not have outstanding, any securities (whether debt or equity) convertible into or exercisable or exchangeable for any shares of capital stock or equity interests in CIR III or any of its Subsidiaries, or any stock appreciation, phantom stock, profit participation or similar rights. Neither CIR III nor any of its Subsidiaries has any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exchangeable or exercisable for securities having the right to vote) with a Seller on any matter. Neither CIR III nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire or to register under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, any shares of capital stock or equity interests. Schedule 4.1(aa)(ii) sets forth each voting trust, shareholder agreement, proxy or other agreement or understanding with respect to the voting or transfer of any of the CIR III Shares or any equity interests of any Subsidiary of CIR III and no such agreements shall remain in effect after Closing. Upon consummation of the transactions contemplated by this Agreement, the Buyer will own the CIR III Shares free and clear of all Liens other than general restrictions on transfer under securities Laws or any Lien created or consented to by the Buyer. Except as set forth in Schedule 4.1(aa)(ii), neither CIR III nor any of its Subsidiaries has any Indebtedness. (iii) Schedule 4.1(aa)(iii) sets forth a true, correct and complete list of each Subsidiary of CIR III. CIR III owns, directly or indirectly, all of the equity interests of each such Subsidiary, free and clear of any Liens. Except as set forth on Schedule 4.1(aa)(iii), neither CIR III nor any of its Subsidiaries directly or indirectly owns or holds any rights to acquire, any capital stock or any other securities or interests in any other Person. Each Subsidiary of CIR III is the type of entity set forth across from its name on Schedule 4.1(aa)(iii), is duly organized, validly existing and in good standing under the Laws of its jurisdiction and has the requisite power and authority to own or lease its assets and to conduct its business as it is now being conducted, and each Subsidiary of CIR III is duly licensed or qualified in each jurisdiction in which the ownership or operation of its assets or the character of its activities is such as to require it to be so licensed or qualified, except, in each case, as would not result in a Material Adverse Effect. No Subsidiary of CIR III is in material violation of its Organizational Documents or has any contingent or actual obligations unrelated to the ownership and operation of its properties other than such obligations arising under its Organizational Documents.

Capitalization and Related Matters. (ia) The authorized There are 8,600,549 Ordinary Shares in the capital stock of CIR III consists of (A) 1,000,000 common shares of beneficial interest, of which 277,458 are issued and outstanding and held beneficially and of record by the Sellers, and (B) 500 preferred shares of beneficial interest, with no par value (Company on issue immediately prior to the “Preferred Shares”), of which 125 are issued and outstandingClosing. All such outstanding common shares and preferred shares of the Ordinary Shares on issue have been duly authorized and are validly issued, fully paid up (so that no further amounts may be called in respect of them) and non-assessable. Schedule 4.1(aa)(i) sets forth the namewere issued in compliance with all applicable federal, owner, jurisdiction of formation or organization (as applicable) of (A) each holder of CIR III Shares state and the percentage of outstanding equity foreign securities owned by each such holder and (B) each holder of Preferred Shares, each of whom holds one Preferred ShareLaws. (iib) Except as The Company has issued 111,074 Employee Shares to executives and employees of the Company pursuant to its Executive Equity Participation Plan. Of such Employee Shares, 46,644 Employee Shares have Vested and 64,430 Employee Shares are Unvested. The Company has not made any representations regarding equity incentives to any officer, employee, director or consultant that are inconsistent with the share amounts and terms set forth in Schedule 4.1(aa)(ii)the Company’s board minutes, there are provided that no outstanding representation is made herein with respect to any representations regarding equity incentives to any officer, employee, director or authorized optionsconsultant of the Company that may have been made by the Buyer, warrants, convertible securities or other securities, rights, agreements, arrangements or commitments of any character (contingent or otherwise) relating the Buyer’s appointees to the shares Company’s board of beneficial interest of CIR III or any of its Subsidiaries or obligating CIR III directors or any other Person to issue or sell any shares Affiliates of beneficial interest of, or any other interest in, CIR III or any of its Subsidiaries. Neither CIR III nor any of its Subsidiaries has granted or authorized, and does not have outstanding, any securities the Buyer. (whether debt or equityc) convertible into or exercisable or exchangeable for any shares of capital stock or equity interests in CIR III or any of its Subsidiaries, or any stock appreciation, phantom stock, profit participation or similar rights. Neither CIR III nor any of its Subsidiaries has any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exchangeable or exercisable for securities having the right to vote) with a Seller on any matter. Neither CIR III nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire or to register under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, any shares of capital stock or equity interests. Schedule 4.1(aa)(ii3.2(c) sets forth each voting trustforth, shareholder agreementin excel spreadsheet format, proxy or other agreement or understanding with respect to the voting or transfer of any capitalization of the CIR III Company including the number of Shares or any equity interests of any Subsidiary of CIR III and no such agreements shall remain in effect after Closing. Upon consummation of the transactions contemplated by this Agreementon issue, the Buyer will own the CIR III Shares free and clear of all Liens other than general restrictions on transfer under securities Laws or any Lien created or consented to by the Buyerincluding vesting schedule. Except as set forth in Schedule 4.1(aa)(ii3.2(c), neither CIR III nor there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, for the purchase or acquisition from the Company of any of its Subsidiaries has any Indebtedness. (iii) Schedule 4.1(aa)(iii) sets forth a true, correct and complete list of each Subsidiary of CIR IIIShares. CIR III owns, directly or indirectly, all None of the equity interests Company’s share purchase agreements contains a provision for acceleration (or lapse of each such Subsidiary, free and clear a repurchase right) upon the occurrence of any Liensevent. Except as set forth on Schedule 4.1(aa)(iii)The Company has never adjusted or amended the exercise price of any stock options previously awarded, neither CIR III nor any of its Subsidiaries directly or indirectly owns or holds any rights to acquirewhether through amendment, any capital stock cancellation, replacement grant, repricing, or any other securities or interests in any other Person. Each Subsidiary of CIR III is the type of entity set forth across from its name on Schedule 4.1(aa)(iii), is duly organized, validly existing and in good standing under the Laws of its jurisdiction and has the requisite power and authority to own or lease its assets and to conduct its business as it is now being conducted, and each Subsidiary of CIR III is duly licensed or qualified in each jurisdiction in which the ownership or operation of its assets or the character of its activities is such as to require it to be so licensed or qualified, except, in each case, as would not result in a Material Adverse Effect. No Subsidiary of CIR III is in material violation of its Organizational Documents or has any contingent or actual obligations unrelated to the ownership and operation of its properties other than such obligations arising under its Organizational Documentsmeans.

Capitalization and Related Matters. (ia) The entire authorized capital stock and issued Equity Interests of CIR III Buyer consists of (A) 1,000,000 common 1,000 authorized shares of beneficial interestcommon stock, par value $0.01 per share, of which 277,458 1,000 shares are issued and outstanding and held beneficially and of record by the Sellers, and (B) 500 preferred shares of beneficial interest, with no par value (the “Preferred Shares”), of which 125 are issued and outstandingSPI. All such outstanding common shares and preferred shares have been duly authorized and are validly issued, fully paid and non-assessable. Schedule 4.1(aa)(i) sets forth the name, owner, jurisdiction of formation or organization (as applicable) of (A) each holder of CIR III Shares and the percentage of outstanding equity securities owned by each such holder and (B) each holder of Preferred Shares, each of whom holds one Preferred Share. (ii) Except as set forth in Schedule 4.1(aa)(ii)4.2(a) attached hereto, there are Buyer has no outstanding Shares or authorized options, warrants, stock or securities convertible securities or other securities, rights, agreements, arrangements or commitments of any character (contingent or otherwise) relating to the shares of beneficial interest of CIR III or any of its Subsidiaries or obligating CIR III or any other Person to issue or sell any shares of beneficial interest of, or any other interest in, CIR III or any of its Subsidiaries. Neither CIR III nor any of its Subsidiaries has granted or authorized, and does not have outstanding, any securities (whether debt or equity) convertible into or exercisable or exchangeable for any shares of capital stock its Equity Interests or equity interests in CIR III containing any profit participation features, nor any rights or any of options to subscribe for or to purchase its Subsidiaries, Equity Interests or any stock appreciation, phantom stock, profit participation or similar rights. Neither CIR III nor any of its Subsidiaries has any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or are securities convertible into or exchangeable for its Equity Interests or exercisable for securities having the right to voteany stock appreciation rights or phantom stock plan. Except as set forth in Schedule 4.2(a) with a Seller on any matter. Neither CIR III nor any of its Subsidiaries attached hereto, Buyer is not subject to any option or obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its Equity Interests or to register under the Securities Act of 1933any warrants, as amended, and the rules and regulations promulgated thereunder, any shares of capital stock or equity interests. Schedule 4.1(aa)(ii) sets forth each voting trust, shareholder agreement, proxy options or other agreement rights to acquire its Equity Interests. Buyer has not violated any foreign, federal or understanding state securities laws in connection with respect the offer, sale or issuance of its Equity Interests. All of Buyer’s outstanding Equity Interests have been validly issued and are fully paid and nonassessable. There are no bonds, debentures, notes or other Indebtedness of Buyer outstanding having the right to vote (or convertible into, or exchangeable for, securities having the voting or transfer right to vote) on any matters on which any shareholders of any Buyer may vote. (b) The entire issued and outstanding Equity Interests of the CIR III Shares or any equity interests of any Subsidiary of CIR III and no such agreements shall remain in SPI (after giving effect after Closing. Upon consummation of to the transactions contemplated by this Agreement, hereby) consists of the Buyer will own number of outstanding Class A Units set forth on Schedule 4.2(b). Schedule 4.2(b) attached hereto sets forth the CIR III Shares free and clear name of the record holders of all Liens other than general restrictions on transfer under securities Laws or any Lien created or consented to by the Buyeroutstanding Equity Interests of SPI and their ownerships of Equity Interests of SPI. Except as set forth in Schedule 4.1(aa)(ii)4.2(a) attached hereto, neither CIR III nor SPI has no outstanding ownership interests or securities convertible or exchangeable for any of its Subsidiaries has Equity Interests or containing any Indebtedness. (iii) Schedule 4.1(aa)(iii) sets forth a trueprofit participation features, correct and complete list of each Subsidiary of CIR III. CIR III owns, directly nor any rights or indirectly, all of the equity interests of each such Subsidiary, free and clear of options to subscribe for or to purchase its Equity Interests or any Liensstock or securities convertible into or exchangeable for its Equity Interests or any ownership appreciation rights or phantom ownership plan. Except as set forth on in Schedule 4.1(aa)(iii)4.2(b) attached hereto, neither CIR III nor SPI is not subject to any option or obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its Subsidiaries directly Equity Interests or indirectly owns any warrants, options or holds any other rights to acquireacquire its Equity Interests. SPI has not violated any foreign, any capital stock federal or any other state securities laws in connection with the offer, sale or interests in any other Person. Each Subsidiary issuance of CIR III is the type of entity set forth across from its name on Schedule 4.1(aa)(iii), is duly organized, validly existing and in good standing under the Laws of its jurisdiction and has the requisite power and authority to own or lease its assets and to conduct its business as it is now being conducted, and each Subsidiary of CIR III is duly licensed or qualified in each jurisdiction in which the ownership or operation of its assets or the character of its activities is such as to require it to be so licensed or qualified, except, in each case, as would not result in a Material Adverse Effect. No Subsidiary of CIR III is in material violation of its Organizational Documents or has any contingent or actual obligations unrelated to the ownership and operation of its properties other than such obligations arising under its Organizational DocumentsSPI Rollover Units.

Capitalization and Related Matters. (i) The authorized capital stock As of CIR III consists of (A) 1,000,000 common shares of beneficial interestthe Closing and after giving effect to the transactions contemplated by this Agreement, of which 277,458 are the authorized, issued and outstanding Company Securities shall consist solely of (a) 100 Common Shares issued and held beneficially and of record by the Sellersoutstanding to Canadian Overseas Petroleum Limited, and (Bb) 500 preferred shares Warrants to acquire 5.0% of beneficial interestthe total Common Shares outstanding on a fully-diluted basis as of the time of exercise, with no par value (held by the “Preferred Shares”), of which 125 are issued and outstanding. All such outstanding common shares and preferred shares have been duly authorized and are validly issued, fully paid and non-assessable. Schedule 4.1(aa)(i) sets forth the name, owner, jurisdiction of formation or organization (as applicable) of (A) each holder of CIR III Shares and the percentage of outstanding equity securities owned by each such holder and (B) each holder of Preferred Shares, each of whom holds one Preferred Share. (ii) Except Purchasers as set forth on the Schedule of Purchasers attached hereto. Except for the Company Securities set forth in Schedule 4.1(aa)(ii)the preceding sentence, there are no outstanding or authorized optionsas of the Closing, warrants, convertible securities or other securities, rights, agreements, arrangements or commitments of any character the Company (contingent or otherwisex) relating to the shares of beneficial interest of CIR III or any of its Subsidiaries or obligating CIR III or any other Person to issue or sell any shares of beneficial interest of, or any other interest in, CIR III or any of its Subsidiaries. Neither CIR III nor any of its Subsidiaries has granted or authorized, and does not have outstandingany authorized or outstanding Equity Securities, (y) does not have authorized or outstanding any securities (whether debt or equity) convertible into or exercisable or exchangeable for agreements containing any shares of capital stock or equity interests in CIR III or any of its Subsidiaries, or any stock appreciation, phantom stock, profit participation features or phantom equity, equity appreciation or similar rights. Neither CIR III nor any of its Subsidiaries has any outstanding bonds, debentures, notes or other obligations the holders of which have the right rights to vote participate in profits and (or are convertible into or exchangeable or exercisable for securities having the right to votez) with a Seller on any matter. Neither CIR III nor any of its Subsidiaries is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any Equity Securities or any warrants, options or other rights to register acquire any Equity Securities. As of the Closing, all of the Company’s outstanding Equity Securities shall be validly issued, fully-paid and non-assessable. (ii) There are no statutory or contractual preemptive rights, rights of refusal or other restrictions with respect to the issuance of the Warrants hereunder or the issuance of Common Shares upon exercise thereof. The Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its Equity Securities and, assuming the accuracy of the investment representations of each Purchaser set forth in Section 14A, and compliance with any Regulatory Requirements, will not violate any such laws in connection with the offer, sale and issuance of the Warrants, and the offer, sale and issuance of the Warrants hereunder does not require registration under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, any shares of capital stock or equity interests. Schedule 4.1(aa)(ii) sets forth each voting trust, shareholder agreement, proxy or other agreement or understanding with respect to the voting or transfer of any of the CIR III Shares or any equity interests of any Subsidiary of CIR III and no such agreements shall remain in effect after Closing. Upon consummation of the transactions contemplated by this Agreement, the Buyer will own the CIR III Shares free and clear of all Liens other than general restrictions on transfer under applicable state securities Laws or any Lien created or consented to by the Buyer. Except as set forth in Schedule 4.1(aa)(ii), neither CIR III nor any of its Subsidiaries has any Indebtednesslaws. (iii) Schedule 4.1(aa)(iii) sets forth a true, correct and complete list of each Subsidiary of CIR III. CIR III owns, directly or indirectly, all The Common Shares issuable upon exercise of the equity interests Warrants have been duly authorized and reserved for issuance and, when issued, in accordance with the terms of each such Subsidiarythe Warrants, free and clear of any Liens. Except as set forth on Schedule 4.1(aa)(iii), neither CIR III nor any of its Subsidiaries directly or indirectly owns or holds any rights to acquire, any capital stock or any other securities or interests in any other Person. Each Subsidiary of CIR III is the type of entity set forth across from its name on Schedule 4.1(aa)(iii), is shall be duly organizedauthorized, validly existing issued, fully-paid and in good standing under the Laws of its jurisdiction and has the requisite power and authority to own or lease its assets and to conduct its business as it is now being conducted, and each Subsidiary of CIR III is duly licensed or qualified in each jurisdiction in which the ownership or operation of its assets or the character of its activities is such as to require it to be so licensed or qualified, except, in each case, as would not result in a Material Adverse Effect. No Subsidiary of CIR III is in material violation of its Organizational Documents or has any contingent or actual obligations unrelated to the ownership and operation of its properties other than such obligations arising under its Organizational Documentsnon-assessable.

Capitalization and Related Matters. (a) Section 3.02(a) of the Company Disclosure Letter sets forth a true, correct and complete list of all of the authorized, issued and outstanding Equity Securities of the Company (prior to giving effect to the Rollover Reorganization). All of the Equity Securities of the Company are duly authorized, validly issued and fully paid. All of the Equity Securities of the Company are held of record and beneficially as set forth on Section 3.02(a) of the Company Disclosure Letter (prior to giving effect to the Rollover Reorganization), free and clear of all Liens (other than (i) The authorized capital stock Liens arising under the Securities Act or applicable state and comparable foreign securities Laws, (ii) restrictions on transfer arising under the Organizational Documents of CIR III consists the Company, (iii) arising under the Credit Facility or the Indenture, and (iv) Liens created or incurred by or at the direction of (A) 1,000,000 common shares Buyer). As of beneficial interestthe date hereof, the Company Units constitute all of which 277,458 are the issued and outstanding Equity Securities of the Company. At the Closing, the Purchased Units and held beneficially and the Rollover Units shall constitute all of record by the Sellers, and (B) 500 preferred shares of beneficial interest, with no par value (the “Preferred Shares”), of which 125 are issued and outstanding. All such outstanding common shares and preferred shares have been duly authorized and are validly issued, fully paid and non-assessable. Schedule 4.1(aa)(i) sets forth Equity Securities of the name, owner, jurisdiction of formation or organization (as applicable) of (A) each holder of CIR III Shares and the percentage of outstanding equity securities owned by each such holder and (B) each holder of Preferred Shares, each of whom holds one Preferred ShareCompany. (iib) Except for the Rollover Reorganization and as set forth in Schedule 4.1(aa)(ii)on Section 3.02(b) of the Company Disclosure Letter, there are no outstanding or authorized options, warrants, convertible securities or other securities, rights, agreements, arrangements or commitments (i) none of any character (contingent or otherwise) relating to the shares of beneficial interest of CIR III or any of its Subsidiaries or obligating CIR III or any other Person to issue or sell any shares of beneficial interest of, or any other interest in, CIR III or any of its Subsidiaries. Neither CIR III nor any of its Subsidiaries has granted or authorizedCompany Entities are, and does not have outstandingimmediately following the Closing none of the Company Entities shall be, any securities (whether debt or equity) convertible into or exercisable or exchangeable for any shares of capital stock or equity interests in CIR III or any of its Subsidiaries, or any stock appreciation, phantom stock, profit participation or similar rights. Neither CIR III nor any of its Subsidiaries has any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exchangeable or exercisable for securities having the right to vote) with a Seller on any matter. Neither CIR III nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase issue, repurchase, redeem or otherwise acquire or retire or to register under the Securities Act of 1933any Equity Securities, as amended(ii) there are no, and immediately following the rules Closing there shall not be any, statutory or Contractual preemptive rights, co-sale rights, rights of first refusal or similar rights or restrictions with respect to the Equity Securities of any Company Entity, and regulations promulgated thereunder, (iii) except as set forth in the Organizational Documents of the Company Entities or on Section 3.02(b) of the Company Disclosure Letter there are no agreements or understandings among the holders of Equity Securities of the Company Entities or among any shares of capital stock or equity interests. Schedule 4.1(aa)(ii) sets forth each voting trust, shareholder agreement, proxy or other agreement or understanding Persons with respect to the voting or transfer of the Company Entities’ Equity Securities or with respect to any other aspect of the CIR III Shares or any equity interests of any Subsidiary of CIR III and no such agreements shall remain in effect after Closing. Upon consummation of the transactions contemplated by this Agreement, the Buyer will own the CIR III Shares free and clear of all Liens other than general restrictions on transfer under securities Laws or any Lien created or consented to by the Buyer. Except as set forth in Schedule 4.1(aa)(ii), neither CIR III nor any of its Subsidiaries has any IndebtednessCompany Entities’ governance. (iiic) Schedule 4.1(aa)(iiiSection 3.02(c) of the Company Disclosure Letter sets forth a true, correct and complete list of the name of each Subsidiary of CIR III. CIR III ownsthe Company, directly the jurisdiction of its incorporation or indirectlyother organization, as applicable, a list of all of the equity interests authorized, issued and outstanding Equity Securities of each such SubsidiarySubsidiary of the Company, free the Person(s) owning such outstanding Equity Securities of such Subsidiary and clear a description of any LiensInvestment held by any Company Entity in another Person (other than in a Subsidiary). Except as set forth on Schedule 4.1(aa)(iii)Section 3.02(c) of the Company Disclosure Letter, neither CIR III nor the Company does not have any Subsidiaries and does not hold any Investment in any Person other than a Company Entity. No Company Entity has any obligation to make any Investment (whether by loan, capital contribution, purchase of its Subsidiaries directly or indirectly owns or holds any rights to acquire, any capital stock or any other securities or interests otherwise, and including any additional Investments) in any Person other Personthan a Company Entity. Each Subsidiary of CIR III is the type of entity set forth across from its name on Schedule 4.1(aa)(iii), Company’s Subsidiaries is duly organized, validly existing and (where applicable) in good standing under the Laws laws of the jurisdiction of its jurisdiction and has the incorporation or other organization, as applicable, possesses all requisite power and authority and all necessary Permits to own or own, operate, lease and otherwise hold its assets and properties, to conduct carry on its business businesses as it is now being conducted, conducted and each Subsidiary of CIR III is duly licensed or qualified to do business in each every jurisdiction in which the ownership or operation of its assets properties or the character conduct of its activities is such as to require business requires it to be so licensed or qualified, exceptexcept in such jurisdictions where the failure to be so qualified, individually or in each casethe aggregate, as would not result in reasonably be expected to have a Material Adverse Effect. No All of the outstanding Equity Securities of each of the Company’s Subsidiaries are, and immediately following the Closing shall be, duly authorized, validly issued, fully paid and non-assessable (to the extent such concepts are applicable), and all such Equity Securities are owned by the Company or another Subsidiary of CIR III is in material violation the Company, free and clear of all Liens (other than (i) Liens arising under the Securities Act or applicable state and comparable foreign securities Laws, (ii) restrictions on transfer arising under the Organizational Documents of the Subsidiaries of the Company, (iii) arising under the Credit Facility or the Indenture and (iii) Liens created or incurred by or at the direction of Buyer). Except as set forth on Section 3.02(c) of the Company Disclosure Letter, (x) there are no, and immediately following the Closing there shall not be any, authorized or outstanding options, warrants, purchase rights, subscription rights, conversion rights or other Contracts or commitments that could require any Subsidiary of the Company to issue, sell or otherwise cause to become outstanding any of its Organizational Documents Equity Securities, (y) there are no statutory or has Contractual preemptive rights, co-sale rights, rights of first refusal or similar rights or restrictions with respect to such Subsidiary’s Equity Securities, and (z) there are no agreements or understandings among the holders of such Subsidiary’s Equity Securities or among any contingent or actual obligations unrelated other Persons with respect to the ownership and operation voting or transfer of its properties such Subsidiary’s Equity Securities or with respect to any other than aspect of the governance of such obligations arising under its Organizational DocumentsSubsidiary.

Capitalization and Related Matters. (ia) The authorized capital stock All of CIR III consists of (A) 1,000,000 common shares of beneficial interest, of which 277,458 are issued and the outstanding and held beneficially and of record by the Sellers, and (B) 500 preferred shares of beneficial interest, with no par value (the “Preferred Shares”), of which 125 are issued and outstanding. All such outstanding common shares and preferred shares have been duly authorized and Membership Units are validly issued, fully paid and non-assessablenonassessable and are held solely of record and beneficially by the Seller, a wholly owned indirect subsidiary of Leucadia. Schedule 4.1(aa)(i) sets forth The Seller has, as of the namedate hereof and shall have on the Closing Date, ownervalid and marketable title to all of the Membership Units, jurisdiction of formation or organization (as applicable) of (A) each holder of CIR III Shares free and the percentage of outstanding equity securities owned by each such holder and (B) each holder of Preferred Shares, each of whom holds one Preferred Share. (ii) Except as set forth in Schedule 4.1(aa)(ii), there are no outstanding or authorized options, warrants, convertible securities or other securities, rights, agreements, arrangements or commitments clear of any character Liens, other than those Liens under the Company’s Credit Documents. The Membership Units are the sole outstanding securities of the Company; the Company does not have outstanding any securities convertible into or exchangeable for any Membership Units, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) relating to the shares of beneficial interest of CIR III or any of its Subsidiaries or obligating CIR III or any other Person to issue or sell any shares of beneficial interest of, or any calls, commitments or claims of any other interest incharacter relating to the issuance of, CIR III any Membership Units, or any of its Subsidiaries. Neither CIR III nor any of its Subsidiaries has granted stock or authorized, and does not have outstanding, any securities (whether debt or equity) convertible into or exercisable or exchangeable for any shares Membership Units; and neither Leucadia, the Seller, any Affiliate of capital stock or equity interests in CIR III or any of its Subsidiaries, or any stock appreciation, phantom stock, profit participation or similar rights. Neither CIR III the Seller nor any of its Subsidiaries has any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exchangeable or exercisable for securities having the right to vote) with a Seller on any matter. Neither CIR III nor any of its Subsidiaries Company is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire retire, or to register under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunderAct, any Membership Units. (b) Except as set forth on Schedule 5.6(b), all of the outstanding shares of capital stock stock, or equity interests. Schedule 4.1(aa)(ii) sets forth each voting trust, shareholder agreement, proxy membership units or other agreement or understanding with respect to the voting or transfer ownership interests of, each Retained Subsidiary, as applicable, is validly issued, fully paid and nonassessable and is owned of any of the CIR III Shares or any equity interests of any Subsidiary of CIR III record and no such agreements shall remain in effect after Closing. Upon consummation of the transactions contemplated by this Agreement, the Buyer will own the CIR III Shares free and clear of all Liens other than general restrictions on transfer under securities Laws or any Lien created or consented to beneficially by the BuyerCompany or another Retained Subsidiary. Except as set forth in on Schedule 4.1(aa)(ii5.6(b), neither CIR III nor any the Company has, as of its Subsidiaries has any Indebtedness. (iii) Schedule 4.1(aa)(iii) sets forth a truethe date hereof and shall have on the Closing Date, correct valid and complete list of each Subsidiary of CIR III. CIR III ownsmarketable title, directly or indirectly, to all of the equity shares of capital stock of, or membership units or other ownership interests of in, each such Retained Subsidiary, free and clear of any Liens, other than those Liens under the Company’s Credit Documents. Except Such outstanding shares of capital stock of, or membership units or other ownership interests in, the Retained Subsidiaries, as set forth on Schedule 4.1(aa)(iii)applicable, neither CIR III nor are the sole outstanding securities of the Retained Subsidiaries; the Retained Subsidiaries do not have outstanding any of its Subsidiaries directly securities convertible into or indirectly owns exchangeable for any capital stock of, or holds membership units or other ownership interests in, the Retained Subsidiaries, any rights to acquiresubscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any other character relating to the issuance of, any capital stock of, or membership units or other ownership interests in, the Retained Subsidiaries, or any stock or securities convertible into or exchangeable for any capital stock of, or membership units or other securities ownership interests in, the Retained Subsidiaries; and neither Leucadia, the Seller, any Affiliate of the Seller, the Company or interests in any other Person. Each Retained Subsidiary of CIR III is the type of entity set forth across from its name on Schedule 4.1(aa)(iii)subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, is duly organized, validly existing and in good standing or to register under the Laws of its jurisdiction and has the requisite power and authority to own Securities Act, any capital stock of, or lease its assets and to conduct its business as it is now being conductedmembership units or other ownership interests in, and each Subsidiary of CIR III is duly licensed or qualified in each jurisdiction in which the ownership or operation of its assets or the character of its activities is such as to require it to be so licensed or qualified, except, in each case, as would not result in a Material Adverse Effect. No Subsidiary of CIR III is in material violation of its Organizational Documents or has any contingent or actual obligations unrelated to the ownership and operation of its properties other than such obligations arising under its Organizational DocumentsRetained Subsidiary.

Capitalization and Related Matters. (a) The attached Capitalization Schedule accurately sets forth the following information with respect to each Issuer Party’s capitalization as of the Closing Date and immediately thereafter (i) The the authorized capital stock Equity Interests of CIR III consists each Issuer Party, (ii) the number of (A) 1,000,000 common shares units of beneficial interest, each class of which 277,458 are issued and outstanding and held beneficially and Equity Interests of record by the Sellers, and (B) 500 preferred shares of beneficial interest, with no par value (the “Preferred Shares”), of which 125 are each Issuer Party issued and outstanding. All such outstanding common shares , (iii) the number of units of each class of Equity Interests of each Issuer Party reserved for issuance upon exercise of any Convertible Securities and preferred shares have been duly authorized and are validly issued, fully paid and non-assessable. Schedule 4.1(aa)(i(iv) sets forth the name, owner, jurisdiction name of formation or organization (as applicable) of (A) each holder of CIR III Shares Equity Interests in each Issuer Party and the percentage number of outstanding equity securities units owned by each such holder of such Equity Interests. As of the Closing Date, no Issuer Party has outstanding any of its Equity Interests, except for the Securities and (B) each holder of Preferred Shares, each of whom holds one Preferred Share. (ii) Except except as set forth in Schedule 4.1(aa)(ii)on the Capitalization Schedule. As of the Closing Date, there are no outstanding or authorized options, warrants, convertible securities or other securities, rights, agreements, arrangements or commitments of any character (contingent or otherwise) relating to the shares of beneficial interest of CIR III or any of its Subsidiaries or obligating CIR III or any other Person to issue or sell any shares of beneficial interest of, or any other interest in, CIR III or any of its Subsidiaries. Neither CIR III nor any of its Subsidiaries has granted or authorized, and does not have outstanding, any securities (whether debt or equity) convertible into or exercisable or exchangeable for any shares of capital stock or equity interests in CIR III or any of its Subsidiaries, or any stock appreciation, phantom stock, profit participation or similar rights. Neither CIR III nor any of its Subsidiaries has any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exchangeable or exercisable for securities having the right to vote) with a Seller on any matter. Neither CIR III nor any of its Subsidiaries Issuer Party is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its Equity Interests, except as set forth on the Capitalization Schedule and except pursuant to the terms of the Securities. As of the Closing Date, all of the outstanding Equity Interests of each Issuer Party are validly issued, fully paid and nonassessable and the Securities, when issued on the Closing Date, will be validly issued, fully paid and nonassessable. (b) There are no statutory or contractual equity holders’ preemptive rights or rights of refusal with respect to register the issuance of the Securities under this Agreement. No Issuer Party or Subsidiary of any Issuer Party has violated and will not violate any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its Equity Interests, and the offer, sale, and issuance of the Securities under this Agreement does not require registration under the Securities Act or any applicable state securities laws. No Issuer Party or Subsidiary of 1933any Issuer Party has paid any “finders fees,” commissions, as amendedor similar payments or fees to any Person in connection with, and or with respect to, the rules and regulations promulgated thereunder, any shares of capital stock or equity interests. Schedule 4.1(aa)(ii) sets forth each voting trust, shareholder agreement, proxy sale or other agreement issuance of any Equity Interests in any Issuer Party or understanding Subsidiary of any Issuer Party, unless such Person was a registered broker-dealer under applicable federal or state securities laws. There are no agreements between or among the holders of Equity Interests of any Issuer Party or Subsidiary of any Issuer Party with respect to the voting voting, transfer or transfer other control of the Equity Interests of any of the CIR III Shares Issuer Party or any equity interests Subsidiary of any Subsidiary of CIR III and no such agreements shall remain in effect after Closing. Upon consummation of the transactions contemplated by this Agreement, the Buyer will own the CIR III Shares free and clear of all Liens other than general restrictions on transfer under securities Laws or any Lien created or consented to by the Buyer. Except as set forth in Schedule 4.1(aa)(ii), neither CIR III nor any of its Subsidiaries has any IndebtednessIssuer Party. (iii) Schedule 4.1(aa)(iii) sets forth a true, correct and complete list of each Subsidiary of CIR III. CIR III owns, directly or indirectly, all of the equity interests of each such Subsidiary, free and clear of any Liens. Except as set forth on Schedule 4.1(aa)(iii), neither CIR III nor any of its Subsidiaries directly or indirectly owns or holds any rights to acquire, any capital stock or any other securities or interests in any other Person. Each Subsidiary of CIR III is the type of entity set forth across from its name on Schedule 4.1(aa)(iii), is duly organized, validly existing and in good standing under the Laws of its jurisdiction and has the requisite power and authority to own or lease its assets and to conduct its business as it is now being conducted, and each Subsidiary of CIR III is duly licensed or qualified in each jurisdiction in which the ownership or operation of its assets or the character of its activities is such as to require it to be so licensed or qualified, except, in each case, as would not result in a Material Adverse Effect. No Subsidiary of CIR III is in material violation of its Organizational Documents or has any contingent or actual obligations unrelated to the ownership and operation of its properties other than such obligations arising under its Organizational Documents.

Capitalization and Related Matters. (ia) The authorized capital stock of CIR III the Company consists solely of (A) 1,000,000 common 55,000,000 shares of beneficial interestCommon Stock, of which 277,458 481,225 shares are issued and outstanding, 2,000,000 shares of Series 1 Preferred Stock, of which 1,711,572 shares are issued and outstanding and held beneficially and of record by the Sellers, and (B) 500 preferred 43,000,000 shares of beneficial interestSeries 2 Preferred Stock, with no par value of which 23,399,198 shares are issued and outstanding (each, a “Share” and, collectively, the “Preferred Shares”), . Schedule 2.3(a) lists each holder of which 125 are issued record of the Shares and outstandingthe class and number of Shares owned by such holder. All such outstanding common shares and preferred shares have been of the Shares were duly authorized and validly issued and are validly issued, fully paid and non-assessable. Schedule 4.1(aa)(i) sets forth the name, owner, jurisdiction of formation or organization (as applicable) of (A) each holder of CIR III Shares and the percentage of outstanding equity securities owned by each such holder and (B) each holder of Preferred Shares, each of whom holds one Preferred Share. (iib) Except as set forth in Schedule 4.1(aa)(ii), there are no outstanding or authorized options, warrants, convertible securities or other securities, rights, agreements, arrangements or commitments of any character (contingent or otherwise) relating to the shares of beneficial interest of CIR III or any of its Subsidiaries or obligating CIR III or any other Person to issue or sell any shares of beneficial interest of, or any other interest in, CIR III or any of its Subsidiaries. Neither CIR III nor any of its Subsidiaries has granted or authorized, and does not have outstanding, any securities (whether debt or equity) convertible into or exercisable or exchangeable for any shares of capital stock or equity interests in CIR III or any of its Subsidiaries, or any stock appreciation, phantom stock, profit participation or similar rights. Neither CIR III nor any of its Subsidiaries has any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exchangeable or exercisable for securities having the right to vote) with a Seller on any matter. Neither CIR III nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire or to register under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, any shares of capital stock or equity interests. Schedule 4.1(aa)(ii) sets forth each voting trust, shareholder agreement, proxy or other agreement or understanding with respect to the voting or transfer of any of the CIR III Shares or any equity interests of any Subsidiary of CIR III and no such agreements shall remain in effect after Closing. Upon consummation of the transactions contemplated by this Agreement, the Buyer will own the CIR III Shares free and clear of all Liens other than general restrictions on transfer under securities Laws or any Lien created or consented to by the Buyer. Except as set forth in Schedule 4.1(aa)(ii), neither CIR III nor any of its Subsidiaries has any Indebtedness. (iii) Schedule 4.1(aa)(iii) sets forth a true, correct and complete list of each Subsidiary of CIR III. CIR III owns, directly or indirectly, all of the equity interests of each such Subsidiary, free and clear of any Liens. Except as set forth on Schedule 4.1(aa)(iii)2.3(b) (all of which will be terminated at the Closing) and Parent’s rights pursuant to this Agreement, (i) there are no authorized or outstanding (A) securities of the Company other than the Shares or (B) warrants, preemptive rights, other rights, or options with respect to any securities of the Company or any securities or right convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of the Company’s capital stock, and (ii) neither CIR III the Company nor any of its Subsidiaries directly the Securityholders is subject to any obligation to issue, sell, deliver, redeem, or indirectly owns otherwise transfer, acquire or holds any rights to acquire, any capital stock retire the Shares or any other securities of the Company. There are no shareholder agreements, buy-sell agreements, voting trust or interests other agreement or understanding to which the Company is a party or to which it is bound with respect to the Shares. Schedule 2.3(b) sets forth a list of each outstanding and unexercised warrant, option or unit appreciation right exercisable for Shares in the Company and the exercise price of each such outstanding and unexercised warrant, option or stock appreciation right immediately prior to the Effective Time and separately, at the Effective Time as a result of the Merger reflecting any acceleration of vesting or adjustment to purchase price or exercise price of such option or warrant, the date of grant and the vesting schedule. There are no unpaid dividends (accrued but unpaid, declared but unpaid or otherwise) on the Shares. CONFIDENTIAL TREATMENT REQUESTED (c) Schedule 1.6(a) lists each holder of the Company Options and Schedule 1.6(b) lists each holder of the Company Warrants and the number of Shares that are issuable upon exercise of such Company Options or Company Warrants, respectively, immediately prior to the Closing hereunder, together with the exercise price(s) applicable to such Company Options or Company Warrants. Following the Closing, none of the Company Options or the Company Warrants may be exercised for Shares or other shares of capital stock or securities of the Company or any other Person. Each Subsidiary , and the only right of CIR III any holder of Company Options and Company Warrants upon the Closing is the type right to receive the amount, if any, of entity Merger Consideration as set forth across from its name on Schedule 4.1(aa)(iiiin Section 1.6(a) or Section 1.6(b), as the case may be. All of the Company Options were duly authorized and were validly issued in accordance with the terms of the Company’s 2003 Stock Plan or 2010 Equity Incentive Plan. All of the Company Warrants were duly authorized and were validly issued in accordance with the terms of the warrant agreement with respect thereto. (d) All of the Shares, Company Options and Company Warrants and all other securities of the Company have been issued in accordance with applicable federal and state securities laws. The transactions contemplated by this Agreement are not subject to any preemptive rights. (e) Each of the amounts payable to the Securityholders under Section 1.5 or under Section 1.6(a) or Section 1.6(b) has been calculated and will be paid (when paid in accordance with and subject to the terms of this Agreement) in accordance with and subject to all terms of the Articles of the Company as in effect at the Effective Time, and any other agreements binding upon the Company or to which the Company is duly organizedsubject (including, validly existing without limitation, the agreements or instruments evidencing Company Options and Company Warrants) and all applicable Laws. (f) Upon payment by the Company of the amounts referenced in good standing Section 6.6(a) to the participants under the Laws of its jurisdiction Management Carveout Plan, no Person shall have any further rights under such Management Carveout Plan and has the requisite power and authority Company will have no further liability to own or lease its assets and any Person with respect to conduct its business as it is now being conducted, and each Subsidiary of CIR III is duly licensed or qualified in each jurisdiction in which the ownership or operation of its assets or the character of its activities is such as to require it to be so licensed or qualified, except, in each case, as would not result in a Material Adverse Effect. No Subsidiary of CIR III is in material violation of its Organizational Documents or has any contingent or actual obligations unrelated to the ownership and operation of its properties other than such obligations arising under its Organizational DocumentsManagement Carveout Plan.

Capitalization and Related Matters. (ia) The authorized capital stock of CIR III the Company consists solely of (A) 1,000,000 common 55,000,000 shares of beneficial interestCommon Stock, of which 277,458 481,225 shares are issued and outstanding, 2,000,000 shares of Series 1 Preferred Stock, of which 1,711,572 shares are issued and outstanding and held beneficially and of record by the Sellers, and (B) 500 preferred 43,000,000 shares of beneficial interestSeries 2 Preferred Stock, with no par value of which 23,399,198 shares are issued and outstanding (each, a “Share” and, collectively, the “Preferred Shares”), . Schedule 2.3(a) lists each holder of which 125 are issued record of the Shares and outstandingthe class and number of Shares owned by such holder. All such outstanding common shares and preferred shares have been of the Shares were duly authorized and validly issued and are validly issued, fully paid and non-assessable. Schedule 4.1(aa)(i) sets forth the name, owner, jurisdiction of formation or organization (as applicable) of (A) each holder of CIR III Shares and the percentage of outstanding equity securities owned by each such holder and (B) each holder of Preferred Shares, each of whom holds one Preferred Share. (iib) Except as set forth in Schedule 4.1(aa)(ii), there are no outstanding or authorized options, warrants, convertible securities or other securities, rights, agreements, arrangements or commitments of any character (contingent or otherwise) relating to the shares of beneficial interest of CIR III or any of its Subsidiaries or obligating CIR III or any other Person to issue or sell any shares of beneficial interest of, or any other interest in, CIR III or any of its Subsidiaries. Neither CIR III nor any of its Subsidiaries has granted or authorized, and does not have outstanding, any securities (whether debt or equity) convertible into or exercisable or exchangeable for any shares of capital stock or equity interests in CIR III or any of its Subsidiaries, or any stock appreciation, phantom stock, profit participation or similar rights. Neither CIR III nor any of its Subsidiaries has any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exchangeable or exercisable for securities having the right to vote) with a Seller on any matter. Neither CIR III nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire or to register under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, any shares of capital stock or equity interests. Schedule 4.1(aa)(ii) sets forth each voting trust, shareholder agreement, proxy or other agreement or understanding with respect to the voting or transfer of any of the CIR III Shares or any equity interests of any Subsidiary of CIR III and no such agreements shall remain in effect after Closing. Upon consummation of the transactions contemplated by this Agreement, the Buyer will own the CIR III Shares free and clear of all Liens other than general restrictions on transfer under securities Laws or any Lien created or consented to by the Buyer. Except as set forth in Schedule 4.1(aa)(ii), neither CIR III nor any of its Subsidiaries has any Indebtedness. (iii) Schedule 4.1(aa)(iii) sets forth a true, correct and complete list of each Subsidiary of CIR III. CIR III owns, directly or indirectly, all of the equity interests of each such Subsidiary, free and clear of any Liens. Except as set forth on Schedule 4.1(aa)(iii)2.3(b) (all of which will be terminated at the Closing) and Parent’s rights pursuant to this Agreement, (i) there are no authorized or outstanding (A) securities of the Company other than the Shares or (B) warrants, preemptive rights, other rights, or options with respect to any securities of the Company or any securities or right convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of the Company’s capital stock, and (ii) neither CIR III the Company nor any of its Subsidiaries directly the Securityholders is subject to any obligation to issue, sell, deliver, redeem, or indirectly owns otherwise transfer, acquire or holds any rights to acquire, any capital stock retire the Shares or any other securities of the Company. There are no shareholder agreements, buy-sell agreements, voting trust or interests other agreement or understanding to which the Company is a party or to which it is bound with respect to the Shares. Schedule 2.3(b) sets forth a list of each outstanding and unexercised warrant, option or unit appreciation right exercisable for Shares in the Company and the exercise price of each such outstanding and unexercised warrant, option or stock appreciation right immediately prior to the Effective Time and separately, at the Effective Time as a result of the Merger reflecting any acceleration of vesting or adjustment to purchase price or exercise price of such option or warrant, the date of grant and the vesting schedule. There are no unpaid dividends (accrued but unpaid, declared but unpaid or otherwise) on the Shares. (c) Schedule 1.6(a) lists each holder of the Company Options and Schedule 1.6(b) lists each holder of the Company Warrants and the number of Shares that are issuable upon exercise of such Company Options or Company Warrants, respectively, immediately prior to the Closing hereunder, together with the exercise price(s) applicable to such Company Options or Company Warrants. Following the Closing, none of the Company Options or the Company Warrants may be exercised for Shares or other shares of capital stock or securities of the Company or any other Person. Each Subsidiary , and the only right of CIR III any holder of Company Options and Company Warrants upon the Closing is the type right to receive the amount, if any, of entity Merger Consideration as set forth across from its name on Schedule 4.1(aa)(iiiin Section 1.6(a) or Section 1.6(b), as the case may be. All of the Company Options were duly authorized and were validly issued in accordance with the terms of the Company’s 2003 Stock Plan or 2010 Equity Incentive Plan. All of the Company Warrants were duly authorized and were validly issued in accordance with the terms of the warrant agreement with respect thereto. (d) All of the Shares, Company Options and Company Warrants and all other securities of the Company have been issued in accordance with applicable federal and state securities laws. The transactions contemplated by this Agreement are not subject to any preemptive rights. (e) Each of the amounts payable to the Securityholders under Section 1.5 or under Section 1.6(a) or Section 1.6(b) has been calculated and will be paid (when paid in accordance with and subject to the terms of this Agreement) in accordance with and subject to all terms of the Articles of the Company as in effect at the Effective Time, and any other agreements binding upon the Company or to which the Company is duly organizedsubject (including, validly existing without limitation, the agreements or instruments evidencing Company Options and Company Warrants) and all applicable Laws. (f) Upon payment by the Company of the amounts referenced in good standing Section 6.6(a) to the participants under the Laws of its jurisdiction Management Carveout Plan, no Person shall have any further rights under such Management Carveout Plan and has the requisite power and authority Company will have no further liability to own or lease its assets and any Person with respect to conduct its business as it is now being conducted, and each Subsidiary of CIR III is duly licensed or qualified in each jurisdiction in which the ownership or operation of its assets or the character of its activities is such as to require it to be so licensed or qualified, except, in each case, as would not result in a Material Adverse Effect. No Subsidiary of CIR III is in material violation of its Organizational Documents or has any contingent or actual obligations unrelated to the ownership and operation of its properties other than such obligations arising under its Organizational DocumentsManagement Carveout Plan.

Capitalization and Related Matters. (ia) The Company has an authorized capital stock consisting of CIR III consists of (A) 1,000,000 common 2,000,000 shares of beneficial interestcommon stock, 1,080,288 of which 277,458 are issued and outstanding and held beneficially and of record by at the Sellers, and (B) 500 preferred date hereof. All shares of beneficial interest, with no par value (the “Preferred Shares”), of which 125 Company Common Stock and Subsidiary Stock are issued duly and outstanding. All such outstanding common shares and preferred shares have been duly authorized and are validly issued, fully paid and non-assessablenonassessable. Schedule 4.1(aa)(iNo shares of the Company Common Stock or Subsidiary Stock (i) sets forth were issued in violation of the namepreemptive rights of any shareholder, owner, jurisdiction of formation or organization (ii) are held as applicable) of (A) each holder of CIR III Shares and the percentage of outstanding equity securities owned by each such holder and (B) each holder of Preferred Shares, each of whom holds one Preferred Sharetreasury stock. (iib) Except as set forth in Schedule 4.1(aa)(ii3.2(b), there are no not outstanding any securities convertible into capital stock of the Company or authorized optionsany Subsidiary nor any rights to subscribe for or to purchase, warrantsor any options for the purchase of, convertible securities or other securities, rights, agreements, arrangements or commitments of any character agreements providing for the issuance (contingent or otherwise) relating to the shares of beneficial interest of CIR III or any of its Subsidiaries or obligating CIR III or any other Person to issue or sell any shares of beneficial interest of, or any other interest incalls, CIR III commitments or claims of any of its Subsidiaries. Neither CIR III nor any of its Subsidiaries has granted or authorizedcharacter relating to, and does not have outstanding, any securities (whether debt or equity) convertible into or exercisable or exchangeable for any shares of such capital stock or equity interests in CIR III or any of its Subsidiaries, or any stock appreciation, phantom securities convertible into such capital stock, profit participation or similar rights. Neither CIR III the Company nor any of its Subsidiaries has any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote Subsidiary: (or are convertible into or exchangeable or exercisable for securities having the right to votei) with a Seller on any matter. Neither CIR III nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire or to register under the Securities Act any of 1933, as amended, its capital stock; and the rules and regulations promulgated thereunder, (ii) has any shares of capital stock or equity interests. Schedule 4.1(aa)(ii) sets forth each voting trust, shareholder agreement, proxy liability for dividends or other agreement distributions declared or understanding accrued, but unpaid, with respect to the voting or transfer of any of its capital stock. (c) Each Shareholder is, and will be at Closing, the CIR III Shares or any equity interests of any Subsidiary of CIR III record and no such agreements shall remain in effect after Closing. Upon consummation beneficial owner of the transactions contemplated by this Agreementnumber of shares of the Company Common Stock shown opposite his name on Schedule 3.2 hereto, the Buyer will own the CIR III Shares free and clear of all Liens other than general restrictions on transfer under securities Laws claims, liens, options, agreements, restrictions, and encumbrances whatsoever. No Shareholder is a party to any agreement, understanding or any Lien created arrangement, direct or consented indirect, relating to by the Buyer. Except Company Common Stock including without limitation, agreements, understandings or arrangements regarding voting or sale of such stock, except as set forth described in Schedule 4.1(aa)(ii)3.2(c) and except for a shareholders agreement which the Shareholders represent and warrant will terminate automatically at Closing. The Company owns the capital stock or other ownership interest in each Subsidiary, neither CIR III nor any of its Subsidiaries has any Indebtedness. (iii) as shown on Schedule 4.1(aa)(iii) sets forth a true, correct and complete list of each Subsidiary of CIR III. CIR III owns, directly or indirectly, all of the equity interests of each such Subsidiary3.3, free and clear of any Liens. Except as set forth on Schedule 4.1(aa)(iii)all claims, neither CIR III nor any of its Subsidiaries directly or indirectly owns or holds any rights to acquireliens, any capital stock or any other securities or interests in any other Person. Each Subsidiary of CIR III is the type of entity set forth across from its name on Schedule 4.1(aa)(iii)options, is duly organizedagreements, validly existing and in good standing under the Laws of its jurisdiction and has the requisite power and authority to own or lease its assets and to conduct its business as it is now being conductedrestrictions, and each Subsidiary of CIR III is duly licensed or qualified in each jurisdiction in which the ownership or operation of its assets or the character of its activities is such as to require it to be so licensed or qualified, except, in each case, as would not result in a Material Adverse Effect. No Subsidiary of CIR III is in material violation of its Organizational Documents or has any contingent or actual obligations unrelated to the ownership and operation of its properties other than such obligations arising under its Organizational Documentsencumbrances whatsoever.

Capitalization and Related Matters. (i) The authorized capital stock of CIR III consists of (A) 1,000,000 common shares of beneficial interest, of which 277,458 are issued and outstanding and held beneficially and of record by the Sellers, and (B) 500 preferred shares of beneficial interest, with no par value (the “Preferred Shares”), of which 125 are issued and outstanding. All such outstanding common shares and preferred shares have been duly authorized and are validly issued, fully paid and non-assessable. Schedule 4.1(aa)(i) sets forth the name, owner, jurisdiction of formation or organization (as applicable) of (A) each holder of CIR III Shares and the percentage of outstanding equity securities owned by each such holder and (B) each holder of Preferred Shares, each of whom holds one Preferred Share. (ii) Except as set forth in Schedule 4.1(aa)(ii), there are no outstanding or authorized options, warrants, convertible securities or other securities, rights, agreements, arrangements or commitments of any character (contingent or otherwise) relating to the shares of beneficial interest of CIR III or any of its Subsidiaries or obligating CIR III or any other Person to issue or sell any shares of beneficial interest of, or any other interest in, CIR III or any of its Subsidiaries. Neither CIR III nor any of its Subsidiaries has granted or authorized, and does not have outstanding, any securities (whether debt or equity) convertible into or exercisable or exchangeable for any shares of capital stock or equity interests in CIR III or any of its Subsidiaries, or any stock appreciation, phantom stock, profit participation or similar rights. Neither CIR III nor any of its Subsidiaries has any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exchangeable or exercisable for securities having the right to vote) with a Seller on any matter. Neither CIR III nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire or to register under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, any shares of capital stock or equity interests. Schedule 4.1(aa)(ii) sets forth each voting trust, shareholder agreement, proxy or other agreement or understanding with respect to the voting or transfer of any of the CIR III Shares or any equity interests of any Subsidiary of CIR III and no such agreements shall remain in effect after Closing. Upon consummation of the transactions contemplated by this Agreement, the Buyer will own the CIR III Shares free and clear of all Liens other than general restrictions on transfer under securities Laws or any Lien created or consented to by the Buyer. Except as set forth in Schedule 4.1(aa)(ii), neither CIR III nor any of its Subsidiaries has any Indebtedness. (iiia) Schedule 4.1(aa)(iii3.2(a) sets forth a true, correct and complete list of each Subsidiary Acquired Parent Entity, including each Acquired Parent Entity’s name, type of CIR IIIentity, jurisdiction and date of formation, Membership Interests, authorized membership capital, the number and type of its issued and outstanding membership interests, and the current ownership of such membership interests. CIR III owns, directly or indirectly, The Membership Interests of each Acquired Parent Entity constitute all of the equity authorized, issued and outstanding limited liability company interests of each such SubsidiaryAcquired Parent Entity. (b) All of the Membership Interests have been duly authorized and validly issued. Immediately after the Closing, the Buyer shall own all of the Membership Interests, free and clear of any Liens. Except Liens (other than Liens in favor of the lender as set forth on Schedule 4.1(aa)(iii), neither CIR III nor any of its Subsidiaries directly or indirectly owns or holds any rights to acquire, any capital stock contemplated by the Debt Financing Terms) or any other restrictions on transfer, other than restrictions on transfer arising under applicable federal and state securities Laws. Except for the Membership Interests, there are no issued, reserved for issuance or outstanding (i) limited liability company interests or other equity or voting interests in, the Acquired Parent Entities; (ii) securities of the Acquired Parent Entities convertible into or exchangeable or exercisable for limited liability company interests, or other equity or voting interests in, the Acquired Parent Entities or containing any profit participation features; or (iii) options, warrants, equity appreciation rights, phantom equity, calls, subscriptions or other rights to acquire from the Acquired Parent Entities or other obligations of the Acquired Parent Entities to issue or allot, any limited liability company interests or securities convertible into, or exchangeable or exercisable for, or evidencing the right to subscribe for, limited liability company interests of, or other equity or voting interests in, the Acquired Parent Entities or any equity appreciation rights or phantom equity plans. There are no outstanding obligations of the Acquired Parent Entities to repurchase, redeem or otherwise acquire or retire for value any Membership Interests. There are no statutory or contractual equityholder preemptive or similar rights, rights of first refusal, rights of first offer or registration rights with respect to the Membership Interests. There are no agreements with respect to the voting or transfer of the Membership Interests to which the Acquired Parent Entities or any of their respective Subsidiaries are a party or to which the Seller Parties are a party. The Acquired Parent Entities has not violated any applicable federal or state securities Laws or any preemptive or similar rights created by statute, organizational document or agreement in connection with the offer, sale, issuance or allotment of any other Personof the Membership Interests. Each Subsidiary The Acquired Parent Entities have no liability for, or obligation with respect to, the payment of CIR III is the type of entity set forth across from its name on Schedule 4.1(aa)(iii)dividends, is duly organizeddistributions or similar participation interests, validly existing and in good standing under the Laws of its jurisdiction and has the requisite power and authority to own whether or lease its assets and to conduct its business as it is now being conductednot declared or accumulated, and each Subsidiary there are no restrictions of CIR III is duly licensed or qualified in each jurisdiction in any kind which prevent the ownership or operation payment of its assets or the character of its activities is such as to require it to be so licensed or qualified, except, in each case, as would not result in a Material Adverse Effect. No Subsidiary of CIR III is in material violation of its Organizational Documents or has any contingent or actual obligations unrelated to foregoing by the ownership and operation of its properties other than such obligations arising under its Organizational DocumentsAcquired Parent Entities.

Capitalization and Related Matters. (ia) The authorized capital stock All of CIR III consists of (A) 1,000,000 common shares of beneficial interest, of which 277,458 are issued and the outstanding and held beneficially and of record by the Sellers, and (B) 500 preferred shares of beneficial interest, with no par value (the “Preferred Shares”), of which 125 are issued and outstanding. All such outstanding common shares and preferred shares have been duly authorized and Membership Units are validly issued, fully paid and non-assessablenonassessable and are held solely of record and beneficially by the Seller, a wholly owned indirect subsidiary of Leucadia. Schedule 4.1(aa)(i) sets forth The Seller has, as of the namedate hereof and shall have on the Closing Date, ownervalid and marketable title to all of the Membership Units, jurisdiction of formation or organization (as applicable) of (A) each holder of CIR III Shares free and the percentage of outstanding equity securities owned by each such holder and (B) each holder of Preferred Shares, each of whom holds one Preferred Share. (ii) Except as set forth in Schedule 4.1(aa)(ii), there are no outstanding or authorized options, warrants, convertible securities or other securities, rights, agreements, arrangements or commitments clear of any character Liens, other than those Liens under the Company's Credit Documents. The Membership Units are the sole outstanding securities of the Company; the Company does not have outstanding any securities convertible into or exchangeable for any Membership Units, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) relating to the shares of beneficial interest of CIR III or any of its Subsidiaries or obligating CIR III or any other Person to issue or sell any shares of beneficial interest of, or any calls, commitments or claims of any other interest incharacter relating to the issuance of, CIR III any Membership Units, or any of its Subsidiaries. Neither CIR III nor any of its Subsidiaries has granted stock or authorized, and does not have outstanding, any securities (whether debt or equity) convertible into or exercisable or exchangeable for any shares Membership Units; and neither Leucadia, the Seller, any Affiliate of capital stock or equity interests in CIR III or any of its Subsidiaries, or any stock appreciation, phantom stock, profit participation or similar rights. Neither CIR III the Seller nor any of its Subsidiaries has any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exchangeable or exercisable for securities having the right to vote) with a Seller on any matter. Neither CIR III nor any of its Subsidiaries Company is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire retire, or to register under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunderAct, any Membership Units. (b) Except as set forth on Schedule 5.6(b), all of the outstanding shares of capital stock stock, or equity interests. Schedule 4.1(aa)(ii) sets forth each voting trust, shareholder agreement, proxy membership units or other agreement or understanding with respect to the voting or transfer ownership interests of, each Retained Subsidiary, as applicable, is validly issued, fully paid and nonassessable and is owned of any of the CIR III Shares or any equity interests of any Subsidiary of CIR III record and no such agreements shall remain in effect after Closing. Upon consummation of the transactions contemplated by this Agreement, the Buyer will own the CIR III Shares free and clear of all Liens other than general restrictions on transfer under securities Laws or any Lien created or consented to beneficially by the BuyerCompany or another Retained Subsidiary. Except as set forth in on Schedule 4.1(aa)(ii5.6(b), neither CIR III nor any the Company has, as of its Subsidiaries has any Indebtedness. (iii) Schedule 4.1(aa)(iii) sets forth a truethe date hereof and shall have on the Closing Date, correct valid and complete list of each Subsidiary of CIR III. CIR III ownsmarketable title, directly or indirectly, to all of the equity shares of capital stock of, or membership units or other ownership interests of in, each such Retained Subsidiary, free and clear of any Liens, other than those Liens under the Company's Credit Documents. Except Such outstanding shares of capital stock of, or membership units or other ownership interests in, the Retained Subsidiaries, as set forth on Schedule 4.1(aa)(iii)applicable, neither CIR III nor are the sole outstanding securities of the Retained Subsidiaries; the Retained Subsidiaries do not have outstanding any of its Subsidiaries directly securities convertible into or indirectly owns exchangeable for any capital stock of, or holds membership units or other ownership interests in, the Retained Subsidiaries, any rights to acquiresubscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any other character relating to the issuance of, any capital stock of, or membership units or other ownership interests in, the Retained Subsidiaries, or any stock or securities convertible into or exchangeable for any capital stock of, or membership units or other securities ownership interests in, the Retained Subsidiaries; and neither Leucadia, the Seller, any Affiliate of the Seller, the Company or interests in any other Person. Each Retained Subsidiary of CIR III is the type of entity set forth across from its name on Schedule 4.1(aa)(iii)subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, is duly organized, validly existing and in good standing or to register under the Laws of its jurisdiction and has the requisite power and authority to own Securities Act, any capital stock of, or lease its assets and to conduct its business as it is now being conductedmembership units or other ownership interests in, and each Subsidiary of CIR III is duly licensed or qualified in each jurisdiction in which the ownership or operation of its assets or the character of its activities is such as to require it to be so licensed or qualified, except, in each case, as would not result in a Material Adverse Effect. No Subsidiary of CIR III is in material violation of its Organizational Documents or has any contingent or actual obligations unrelated to the ownership and operation of its properties other than such obligations arising under its Organizational DocumentsRetained Subsidiary.

Capitalization and Related Matters. (ia) The authorized capital stock As of CIR III consists the date hereof, and without giving effect to the amendment and restatement of (A) 1,000,000 common shares the Company's Limited Partnership Agreement, the outstanding partnership interests of beneficial interest, of which 277,458 the Company are issued and outstanding and held beneficially and of record by the SellersCurrent Owners as set forth on the Disclosures Schedules Capitalization Schedule --------------------------------------------- attached hereto, free and clear of all Liens. As of the Closing and immediately thereafter and after giving effect to the amendment and restatement of Holdings' Limited Partnership Agreement, the outstanding partnership interests of Holdings shall be held beneficially and of record by the Persons as set forth on the Recapitalized Equity Schedule attached hereto, free and clear of all Liens ----------------------------- (B) 500 preferred shares of beneficial interest, with no par value (the “Preferred Shares”other than Liens created by such Persons), of which 125 are issued and outstanding. All such outstanding common shares and preferred shares have been duly authorized and are validly issued, fully paid and non-assessable. Schedule 4.1(aa)(i) sets forth the name, owner, jurisdiction of formation or organization (as applicable) of (A) each holder of CIR III Shares and the percentage of outstanding equity securities owned by each such holder and (B) each holder of Preferred Shares, each of whom holds one Preferred Share. (ii) Except as set forth in Schedule 4.1(aa)(ii)the immediately preceding sentence, there are no neither the Company nor Holdings has and will, as of the Closing Date, have outstanding any partnership interests or authorized options, warrants, Units convertible securities or other securities, rights, agreements, arrangements or commitments of any character (contingent or otherwise) relating to the shares of beneficial interest of CIR III or any of its Subsidiaries or obligating CIR III or any other Person to issue or sell any shares of beneficial interest of, or any other interest in, CIR III or any of its Subsidiaries. Neither CIR III nor any of its Subsidiaries has granted or authorized, and does not have outstanding, any securities (whether debt or equity) convertible into or exercisable or exchangeable for any shares of capital stock partnership interests or equity Units or containing any profit participation features, nor any rights or options to subscribe for or to purchase its partnership interests in CIR III or Units or any of its Subsidiaries, partnership interests or any stock appreciation, phantom stock, profit participation Units or similar rights. Neither CIR III nor any of its Subsidiaries has any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or are securities convertible into or exchangeable for its partnership interests or exercisable for securities having the right to vote) with a Seller on Units or any matterpartnership interest or Unit appreciation rights or phantom partnership interest or Unit plans. Neither CIR III the Company nor any of its Subsidiaries Holdings is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any partnership interests or Units or any warrants, options or other rights to register acquire its partnership interests or Units, other than as expressly provided in this Agreement and, as of the Closing, pursuant to the Amended and Restated Limited Partnership Agreement and the Securityholders Agreement. As of the date hereof and as of the Closing and immediately thereafter, all of Holdings' and the Company's outstanding Units are or shall be validly issued, fully paid and nonassessable. (b) There are no statutory or contractual preemptive rights or rights of first refusal or other similar restrictions with respect to the issuance of the Units hereunder or the restructuring of the Current Ownership Interests. Based on the representations and warranties of the Purchasers contained herein, Holdings has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its partnership interests and the offer, sale and issuance of the Class L Common Units and Class A Common Units does not require registration under the Securities Act of 1933, as amended, or any applicable state securities laws. Except for the Amended and Restated Limited Partnership Agreement and the rules Securityholders Agreement to be executed and regulations promulgated thereunderdelivered at the Closing, there are no agreements between Holdings' partners or among any shares of capital stock or equity interests. Schedule 4.1(aa)(ii) sets forth each voting trust, shareholder agreement, proxy or other agreement or understanding Person with respect to the voting or transfer of any of the CIR III Shares Holdings' partnership interests or any equity interests of any Subsidiary of CIR III and no such agreements shall remain in effect after Closing. Upon consummation of the transactions contemplated by this Agreement, the Buyer will own the CIR III Shares free and clear of all Liens other than general restrictions on transfer under securities Laws or any Lien created or consented with respect to by the Buyer. Except as set forth in Schedule 4.1(aa)(ii), neither CIR III nor any of its Subsidiaries has any Indebtedness. (iii) Schedule 4.1(aa)(iii) sets forth a true, correct and complete list of each Subsidiary of CIR III. CIR III owns, directly or indirectly, all of the equity interests of each such Subsidiary, free and clear of any Liens. Except as set forth on Schedule 4.1(aa)(iii), neither CIR III nor any of its Subsidiaries directly or indirectly owns or holds any rights to acquire, any capital stock or any other securities or interests in any other Person. Each Subsidiary aspect of CIR III is the type of entity set forth across from its name on Schedule 4.1(aa)(iii), is duly organized, validly existing and in good standing under the Laws of its jurisdiction and has the requisite power and authority to own or lease its assets and to conduct its business as it is now being conducted, and each Subsidiary of CIR III is duly licensed or qualified in each jurisdiction in which the ownership or operation of its assets or the character of its activities is such as to require it to be so licensed or qualified, except, in each case, as would not result in a Material Adverse Effect. No Subsidiary of CIR III is in material violation of its Organizational Documents or has any contingent or actual obligations unrelated to the ownership and operation of its properties other than such obligations arising under its Organizational DocumentsHoldings' governance.

Capitalization and Related Matters. 3.4.1 Section 3.4.1 of the Company Disclosure Schedule sets forth as of the date hereof, a complete list of the Membership Interests, including a true, correct and complete list of the record holders of the Membership Interests, listing for each Person: (i) his, her or its name, and if not a natural person, its type of entity and jurisdiction of incorporation or organization; and (ii) the percentage of the Company’s membership interests owned by such Person. 3.4.2 The authorized capital stock of CIR III consists of (A) 1,000,000 common shares of beneficial interest, of which 277,458 are Membership Interests represent all issued and outstanding and held beneficially and equity interests of record by the Sellers, and (B) 500 preferred shares Company. All of beneficial interest, with no par value (the “Preferred Shares”), of which 125 are issued and outstanding. All such outstanding common shares and preferred shares Membership Interests have been duly authorized and validly issued and are validly issued, fully paid and non-assessable. Schedule 4.1(aa)(i) sets forth Immediately after the nameClosing, ownerBuyer shall own all of the outstanding Membership Interests, jurisdiction free and clear of formation any Liens or organization (as applicable) of (A) each holder of CIR III Shares and any other restrictions on transfer, other than Permitted Liens. Other than the percentage of outstanding equity securities owned by each such holder and (B) each holder of Preferred Shares, each of whom holds one Preferred Share. (ii) Except as set forth in Schedule 4.1(aa)(ii)Membership Interests, there are no issued, reserved for issuance or outstanding or authorized options(a) membership interests, warrants, convertible securities or other securities, rights, agreements, arrangements or commitments of any character (contingent or otherwise) relating to the shares of beneficial interest of CIR III or any of its Subsidiaries or obligating CIR III or any other Person to issue or sell any shares of beneficial interest of, or any other interest in, CIR III or any of its Subsidiaries. Neither CIR III nor any of its Subsidiaries has granted or authorized, and does not have outstanding, any securities (whether debt or equity) convertible into or exercisable or exchangeable for any shares of capital stock or equity interests in CIR III or any of its Subsidiariesof, or any stock appreciationother equity or voting interests in, phantom stockthe Company, profit participation or similar rights. Neither CIR III nor any (b) securities of its Subsidiaries has any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or are Company convertible into or exchangeable or exercisable for membership interests, shares of capital stock of, or other equity or voting interests in, the Company or containing any profit participation features, or (c) options, warrants, restricted stock or stock units, profits interests, stock appreciation rights, phantom stock, calls, subscriptions or other rights to acquire from the Company or other obligations of the Company to issue or allot, any membership interests, capital stock or securities having convertible into, or exchangeable or exercisable for, or evidencing the right to vote) with a Seller on subscribe for, capital stock of, or other equity or voting interests in, the Company or any matterequity appreciation rights or phantom equity plans. Neither CIR III nor any There are no outstanding obligations of its Subsidiaries is subject the Company to any obligation (contingent or otherwise) to repurchase repurchase, redeem or otherwise acquire or retire for value any Membership Interests. There are no statutory or contractual equity holder preemptive or similar rights, rights of first refusal, rights of first offer or registration rights with respect to register under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, any shares of capital stock or equity interestsMembership Interests. Schedule 4.1(aa)(ii) sets forth each voting trust, shareholder agreement, proxy or other agreement or understanding There are no agreements with respect to the voting or transfer of any of the CIR III Shares Membership Interests to which the Company or any equity interests of Seller is a party. 3.4.3 The Company has not violated any Subsidiary of CIR III and no such agreements shall remain in effect after Closing. Upon consummation of the transactions contemplated by this Agreement, the Buyer will own the CIR III Shares free and clear of all Liens other than general restrictions on transfer under applicable federal or state securities Laws or any Lien preemptive or similar rights created by statute, organizational document or consented to agreement in connection with the offer, sale, issuance or allotment of any Membership Interests. The Company has no liability for, or obligation with respect to, the payment of dividends, distributions or similar participation interests, whether or not declared or accumulated, and there are no restrictions of any kind which prevent the payment of the foregoing by the BuyerCompany other than applicable Law. Except as set forth in Schedule 4.1(aa)(ii), neither CIR III nor No certificate or certificates have been issued representing any of its Subsidiaries has any Indebtedness. (iii) Schedule 4.1(aa)(iii) sets forth a true, correct and complete list of each Subsidiary of CIR III. CIR III owns, directly or indirectly, all of the equity interests of each such Subsidiary, free and clear of any Liens. Except as set forth on Schedule 4.1(aa)(iii), neither CIR III nor any of its Subsidiaries directly or indirectly owns or holds any rights to acquire, any capital stock Membership Interests or any other securities equity interest in the Company. The Company has not at any time issued or granted, and there are no outstanding or authorized, compensatory equity or equity-linked interests with respect to the common stock, preferred stock or other capital stock of, or the common units or preferred units of, or other equity or voting interests in the Company, including without limitation, any other Person. Each Subsidiary of CIR III is the type of entity set forth across from its name on Schedule 4.1(aa)(iii)options, is duly organizedappreciation rights, validly existing and in good standing under the Laws of its jurisdiction and has the requisite power and authority to own restricted stock or lease its assets and to conduct its business as it is now being conductedstock unit awards, and each Subsidiary of CIR III is duly licensed profits interests, restricted units, phantom equity or qualified in each jurisdiction in which the ownership similar awards or operation of its assets or the character of its activities is such as to require it to be so licensed or qualified, except, in each case, as would not result in a Material Adverse Effect. No Subsidiary of CIR III is in material violation of its Organizational Documents or has any contingent or actual obligations unrelated to the ownership and operation of its properties other than such obligations arising under its Organizational Documentsrights.

Capitalization and Related Matters. (ia) The As of the date hereof, the authorized capital stock of CIR III the Company consists of (A) 1,000,000 common 25,000,000 shares of beneficial interestCompany Common Stock, of which 277,458 8,555,686 shares are issued and outstanding and held beneficially and of record by the Sellersoutstanding, and (B) 500 preferred 5,000,000 shares of beneficial interest, with no par value (the “Company Preferred Shares”)Stock, of which 125 no shares are issued and outstanding. All such outstanding common Schedule 5.6 sets forth (i) the names of the record owners of the Company Common Stock and the number of shares held by each owner and preferred (ii) the names of all holders of warrants to purchase shares of Company Common Stock, the number of shares of Company Common Stock purchasable thereunder and the exercise price(s) therefor. The Company Common Stock (i) have been duly authorized and validly issued and are validly issued, fully paid and non-assessable. Schedule 4.1(aa)(i) sets forth the name, owner, jurisdiction of formation or organization (as applicable) of (A) each holder of CIR III Shares nonassessable and the percentage of outstanding equity securities owned by each such holder and (B) each holder of Preferred Shares, each of whom holds one Preferred Share. (ii) were issued in compliance with all applicable federal and state securities laws. Except as set forth in above or on Schedule 4.1(aa)(ii)5.6, there are no outstanding or authorized options, warrants, convertible securities or other securities, rights, agreements, arrangements or commitments of any character (contingent or otherwise) relating to the shares of beneficial interest capital stock of CIR III or any of its Subsidiaries or obligating CIR III or any other Person to issue or sell any shares of beneficial interest of, or any other interest in, CIR III or any of its Subsidiaries. Neither CIR III nor any of its Subsidiaries has granted or authorized, and the Company are outstanding; the Company does not have outstanding, outstanding any securities (whether debt or equity) convertible into or exercisable or exchangeable for any shares of capital stock stock, including Company Options, any rights to subscribe for or equity interests in CIR III to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or known claims of its Subsidiariesany other character relating to the issuance of, any capital stock, or any stock appreciationor securities convertible into or exchangeable for any capital stock; and except with respect to the obligation to purchase the Company Warrants pursuant to a put right held by the Warrantholders with respect to the Company Warrants, phantom the Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any shares of capital stock, profit participation or similar rights. Neither CIR III nor The Company does not have outstanding any of its Subsidiaries has any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exchangeable or exercisable for securities having the right to vote) with a Seller the stockholders of the Company on any matter. Neither CIR III nor True and correct copies of each Company Warrant agreement and the form of Company Warrant thereto has been made available to Parent or its representatives, and such copies are accurate and complete as of the date hereof. (b) All of the outstanding shares of capital stock, or membership interests or other ownership interests of, each Subsidiary of the Company, as applicable, is validly issued, fully paid and nonassessable and is owned of record and beneficially by the Company, directly or indirectly. The Company has, as of the date hereof and shall have on the Closing Date, valid and marketable title to all of the shares of capital stock of, or membership interests or other ownership interests in, each Subsidiary of the Company, free and clear of any Liens other than Permitted Liens. Such outstanding shares of capital stock of, or membership interests or other ownership interests in, the Subsidiaries of the Company, as applicable, are the sole outstanding securities of such Subsidiaries; the Subsidiaries of the Company do not have outstanding any securities convertible into or exchangeable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any other character relating to the issuance of, any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, or any stock or securities convertible into or exchangeable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries; and neither the Company or any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire retire, or to register under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, any shares of capital stock or equity interests. Schedule 4.1(aa)(ii) sets forth each voting trust, shareholder agreement, proxy or other agreement or understanding with respect to the voting or transfer of any of the CIR III Shares or any equity interests of any Subsidiary of CIR III and no such agreements shall remain in effect after Closing. Upon consummation of the transactions contemplated by this Agreement, the Buyer will own the CIR III Shares free and clear of all Liens other than general restrictions on transfer under securities Laws or any Lien created or consented to by the Buyer. Except as set forth in Schedule 4.1(aa)(ii), neither CIR III nor any of its Subsidiaries has any Indebtedness. (iii) Schedule 4.1(aa)(iii) sets forth a true, correct and complete list of each Subsidiary of CIR III. CIR III owns, directly or indirectly, all of the equity interests of each such Subsidiary, free and clear of any Liens. Except as set forth on Schedule 4.1(aa)(iii), neither CIR III nor any of its Subsidiaries directly or indirectly owns or holds any rights to acquireAct, any capital stock of, or membership interests or other ownership interests in, any other securities or interests in any other Person. Each Subsidiary of CIR III is the type of entity set forth across from its name on Schedule 4.1(aa)(iii), is duly organized, validly existing and in good standing under the Laws of its jurisdiction and has the requisite power and authority to own or lease its assets and to conduct its business as it is now being conducted, and each Subsidiary of CIR III is duly licensed or qualified in each jurisdiction in which the ownership or operation of its assets or the character of its activities is such as to require it to be so licensed or qualified, except, in each case, as would not result in a Material Adverse Effect. No Subsidiary of CIR III is in material violation of its Organizational Documents or has any contingent or actual obligations unrelated to the ownership and operation of its properties other than such obligations arising under its Organizational DocumentsCompany.

Capitalization and Related Matters. 3.4.1 Section 3.4.1 of the Company Disclosure Schedule sets forth as of the date hereof, a complete list of the Interests, including a true, correct and complete list of the record holders of the Interests, listing for each Person: (i) his, her or its name, and if not a natural person, its type of entity and jurisdiction of incorporation or organization; and (ii) the percentage of the Company’s membership interests owned by such Person. 3.4.2 The authorized capital stock of CIR III consists of (A) 1,000,000 common shares of beneficial interest, of which 277,458 are Interests represent all issued and outstanding and held beneficially and equity interests of record by the Sellers, and (B) 500 preferred shares Company. All of beneficial interest, with no par value (the “Preferred Shares”), of which 125 are issued and outstanding. All such outstanding common shares and preferred shares Interests have been duly authorized and are validly issued, and are fully paid and non-assessable. Schedule 4.1(aa)(i) sets forth Immediately after the nameClosing, ownerBuyer shall own all of the outstanding Interests, jurisdiction free and clear of formation any Liens or organization (as applicable) of (A) each holder of CIR III Shares any other restrictions on transfer, other than restrictions on transfer arising under applicable federal and state securities Laws. Other than the percentage of outstanding equity securities owned by each such holder and (B) each holder of Preferred Shares, each of whom holds one Preferred Share. (ii) Except as set forth in Schedule 4.1(aa)(ii)Interests, there are no issued, reserved for issuance or outstanding or authorized options(a) membership interests, warrants, convertible securities or other securities, rights, agreements, arrangements or commitments of any character (contingent or otherwise) relating to the shares of beneficial interest of CIR III or any of its Subsidiaries or obligating CIR III or any other Person to issue or sell any shares of beneficial interest of, or any other interest in, CIR III or any of its Subsidiaries. Neither CIR III nor any of its Subsidiaries has granted or authorized, and does not have outstanding, any securities (whether debt or equity) convertible into or exercisable or exchangeable for any shares of capital stock or equity interests in CIR III or any of its Subsidiariesof, or any stock appreciationother equity or voting interests in, phantom stockthe Company, profit participation or similar rights. Neither CIR III nor any (b) securities of its Subsidiaries has any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or are Company convertible into or exchangeable or exercisable for membership interests, shares of capital stock of, or other equity or voting interests in, the Company or containing any profit participation features, or (c) options, warrants, stock appreciation rights, phantom stock, calls, subscriptions or other rights to acquire from the Company or other obligations of the Company to issue or allot, any membership interests, capital stock or securities having convertible into, or exchangeable or exercisable for, or evidencing the right to vote) with a Seller on subscribe for, capital stock of, or other equity or voting interests in, the Company or any matterequity appreciation rights or phantom equity plans. Neither CIR III nor any There are no outstanding obligations of its Subsidiaries is subject the Company to any obligation (contingent or otherwise) to repurchase repurchase, redeem or otherwise acquire or retire for value any Interests. There are no statutory or contractual equity holder preemptive or similar rights, rights of first refusal, rights of first offer or registration rights with respect to register under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, any shares of capital stock or equity interestsInterests. Schedule 4.1(aa)(ii) sets forth each voting trust, shareholder agreement, proxy or other agreement or understanding There are no agreements with respect to the voting or transfer of the Interests to which the Company, any of the CIR III Shares Company Subsidiary or any equity interests of Seller is a party. The Company has not violated any Subsidiary of CIR III and no such agreements shall remain in effect after Closing. Upon consummation of the transactions contemplated by this Agreement, the Buyer will own the CIR III Shares free and clear of all Liens other than general restrictions on transfer under applicable federal or state securities Laws or any Lien preemptive or similar rights created by statute, organizational document or consented to by agreement in connection with the Buyeroffer, sale, issuance or allotment of any Interests. Except as set forth in Schedule 4.1(aa)(ii)provided on Section 3.4.2 of the Company Disclosure Schedule, neither CIR III nor the Company has no liability for, or obligation with respect to, the payment of dividends, distributions or similar participation interests, whether or not declared or accumulated, and there are no restrictions of any kind which prevent the payment of the foregoing by the Company. No certificate or certificates have been issued representing any of its Subsidiaries has any Indebtedness. (iii) Schedule 4.1(aa)(iii) sets forth a true, correct and complete list of each Subsidiary of CIR III. CIR III owns, directly or indirectly, all of the equity interests of each such Subsidiary, free and clear of any Liens. Except as set forth on Schedule 4.1(aa)(iii), neither CIR III nor any of its Subsidiaries directly or indirectly owns or holds any rights to acquire, any capital stock Interests or any other securities or interests equity interest in any other Person. Each Subsidiary of CIR III is the type of entity set forth across from its name on Schedule 4.1(aa)(iii), is duly organized, validly existing and in good standing under the Laws of its jurisdiction and has the requisite power and authority to own or lease its assets and to conduct its business as it is now being conducted, and each Subsidiary of CIR III is duly licensed or qualified in each jurisdiction in which the ownership or operation of its assets or the character of its activities is such as to require it to be so licensed or qualified, except, in each case, as would not result in a Material Adverse Effect. No Subsidiary of CIR III is in material violation of its Organizational Documents or has any contingent or actual obligations unrelated to the ownership and operation of its properties other than such obligations arising under its Organizational DocumentsCompany.

Capitalization and Related Matters. (ia) The authorized capital stock equity of CIR III the Company consists solely of (A) 1,000,000 common shares of beneficial interest10,000,000, Membership Units, of which 277,458 are issued and outstanding and held beneficially and of record by the Sellers, and (B) 500 preferred shares of beneficial interest, with no par value (the “Preferred Shares”), of which 125 4,427,489 are issued and outstanding. Disclosure Schedule 3.3(a) lists each Member of the Company and the number of Membership Units and the percentage, of the total number of all outstanding Membership Units as of immediately prior to the Effective Time, owned by such Member as of the date hereof. The Units are owned by the Sellers as set forth on Disclosure Schedule 3.3(a), of record and beneficially, and constitute the only issued and outstanding equity interests of the Company. Upon purchase and payment therefor and delivery to Buyer thereof in accordance with the terms of this Agreement, the Units shall be transferred to Buyer free and clear of all Liens at Closing. All such outstanding common shares and preferred shares have been of the Units were duly authorized and validly issued and are validly issued, fully paid and non-assessableassessable without restriction on the right of transfer thereof. Schedule 4.1(aa)(iExcept for Buyer’s rights pursuant to this Agreement, (i) sets forth the name, owner, jurisdiction of formation there are no authorized or organization (as applicable) of outstanding (A) each holder securities of CIR III Shares and the percentage of outstanding equity securities owned by each such holder and Company other than the Units or (B) each holder warrants, preemptive rights, other rights, or options with respect to any securities of Preferred Sharesthe Company or any securities or right convertible into, each exchangeable for, or evidencing the right to subscribe for, any equity interest of whom holds one Preferred Sharethe Company, and (ii) neither the Company nor any of the Sellers is subject to any obligation to issue, sell, deliver, redeem, or otherwise transfer, acquire or retire Membership Units or any other securities of the Company. There are no member agreements, buy-sell agreements, voting trust or other agreement or understanding to which the Company is a party or to which it is bound relating to any Membership Units or any equity interest of the Company. (iib) All Membership Units and Phantom Units have been issued or repurchased in accordance with applicable federal and state laws, including securities laws. The transactions contemplated by this Agreement are not subject to any preemptive rights. (c) Except as set forth in Disclosure Schedule 4.1(aa)(ii3.3(c), there are the Company has no outstanding or authorized options, warrants, convertible securities or other securities, rights, agreements, arrangements or commitments Indebtedness. (d) Payment of any character (contingent or otherwise) relating to the shares amounts set forth in the Phantom Unit Payment Consideration Schedule shall satisfy all rights of beneficial interest of CIR III or any of its Subsidiaries or obligating CIR III or any other Person to issue or sell any shares of beneficial interest of, or any other interest in, CIR III or any of its Subsidiaries. Neither CIR III nor any of its Subsidiaries has granted or authorized, and does not have outstanding, any securities (whether debt or equity) convertible into or exercisable or exchangeable for any shares of capital stock or equity interests in CIR III or any of its Subsidiaries, or any stock appreciation, phantom stock, profit participation or similar rights. Neither CIR III nor any of its Subsidiaries has any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exchangeable or exercisable for securities having the right to vote) with a Seller on any matter. Neither CIR III nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire or to register Phantom Unitholders under the Securities Act Phantom Unit Incentive Plan, the applicable Incentive Plan Award Agreement granting Phantom Units to such Phantom Unitholder, the Articles of 1933, as amended, Organization and the rules and regulations promulgated thereunder, any shares of capital stock or equity interests. Schedule 4.1(aa)(ii) sets forth each voting trust, shareholder agreement, proxy or other agreement or understanding with respect to the voting or transfer of any LLC Agreement of the CIR III Shares Company, all applicable Laws and any agreements or any equity interests of any Subsidiary of CIR III instruments evidencing the Phantom Units. The amounts payable to Phantom Unitholders pursuant to and no such agreements shall remain in effect after Closing. Upon consummation of the transactions contemplated by this Agreement, the Buyer will own the CIR III Shares free and clear of all Liens other than general restrictions on transfer under securities Laws or any Lien created or consented to by the Buyer. Except as set forth in the Phantom Unit Payment Consideration Schedule 4.1(aa)(ii)have been calculated in accordance with the Phantom Unit Incentive Plan, neither CIR III nor the applicable Incentive Plan Award Agreement granting Phantom Units to each such Phantom Unitholder, the Articles of Organization and LLC Agreement of the Company, all applicable Laws and any other agreements or instruments evidencing the Phantom Units. At the Closing, all Phantom Units shall cease to exist, and the Phantom Unitholders shall have no rights as holders of its Subsidiaries has Phantom Units, other than to receive their respective Phantom Unit Payment Amount payable pursuant to the applicable Incentive Plan Award Agreement granting Phantom Units to such Phantom Unitholder entered into by and between the Company and each such Phantom Unitholder. All cash paid in accordance with the terms of the Incentive Plan Award Agreement granting Phantom Units to such Phantom Unitholder shall be deemed to have been paid in full satisfaction of all rights pertaining to Phantom Units. For the avoidance of doubt, no Phantom Units or options to acquire Membership Units or any Indebtednessother equity interest of the Company shall be outstanding after the Closing. All Phantom Units were duly authorized and validly issued in accordance with the terms of the Phantom Unit Incentive Plan. (iiie) Disclosure Schedule 4.1(aa)(iii3.3(e) sets forth a truethe total authorized equity interests and the number of issued and outstanding equity interests, correct and complete list of in each Subsidiary of CIR III. CIR III ownscase, directly or indirectly, all with respect to each of the Subsidiaries. The outstanding equity interests of the Subsidiaries set forth on Disclosure Schedule 3.2(a) are owned by the Persons set forth on Disclosure Schedule 3.3(e), of record and beneficially, and constitute the only issued and outstanding equity interests of each such Subsidiary, free and clear of any Liens. Except as set forth on Schedule 4.1(aa)(iii), neither CIR III nor any of its Subsidiaries directly or indirectly owns or holds any rights to acquire, any capital stock or any other securities or interests in any other Person. Each Subsidiary of CIR III is the type of entity set forth across from its name on Schedule 4.1(aa)(iii), is duly organized, validly existing and in good standing under the Laws of its jurisdiction and has the requisite power and authority to own or lease its assets and to conduct its business as it is now being conducted, and each Subsidiary of CIR III is duly licensed or qualified in each jurisdiction in which the ownership or operation of its assets or the character of its activities is such as to require it to be so licensed or qualified, except, in each case, as would not result in a Material Adverse Effect. No Subsidiary of CIR III is in material violation of its Organizational Documents or has any contingent or actual obligations unrelated to the ownership and operation of its properties other than such obligations arising under its Organizational Documents.

Capitalization and Related Matters. (a) Annex I sets forth as of the date hereof (i) The authorized capital stock the number of CIR III consists issued and fully paid-up Shares, and (ii) a true, correct and complete list of the legal and beneficial owners of the Shares, listing for each Person: (A) 1,000,000 common shares his, her or its name, and if not a natural person, its type of beneficial interest, entity and jurisdiction of which 277,458 are issued and outstanding and held beneficially and of record by the Sellers, incorporation or organization and (B) 500 preferred shares the number of beneficial interest, with no par value (the “Preferred Shares”), of which 125 are issued and outstanding. All such outstanding common shares and preferred shares have been duly authorized and are validly issued, fully paid and non-assessable. Schedule 4.1(aa)(i) sets forth the name, owner, jurisdiction of formation or organization (as applicable) of (A) each holder of CIR III Shares and the percentage of outstanding equity securities owned by each such holder and (B) each holder of Preferred Shares, each of whom holds one Preferred SharePerson. (iib) All of the issued Shares have been validly allotted and issued, and are fully paid. Immediately after the Closing, the Buyer shall own all of the issued and fully paid-up Shares, free and clear of any Liens or any other restrictions on transfer, other than those imposed by applicable securities Laws or the Company’s organizational documents or that are incurred by Buyer. Except as set forth in Schedule 4.1(aa)(ii)for the Shares, there are no issued, reserved for issuance or outstanding (i) shares of capital stock of, or authorized other equity or voting interests in, the Company; (ii) securities of the Company convertible into or exchangeable or exercisable for shares of capital stock of, or other equity or voting interests in, the Company or containing any profit participation features; or (iii) options, warrants, convertible securities share appreciation rights, phantom shares, calls, subscriptions or other securitiesrights to acquire from the Company or any Company Subsidiary or other obligations of the Company or any Company Subsidiary to issue or allot, any capital stock or securities convertible into, or exchangeable or exercisable for, or evidencing the right to subscribe for, capital stock of, or other equity or voting interests in, the Company or any equity appreciation rights or phantom equity plans. There are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire or retire for value any Shares. There are no statutory or contractual equity holder preemptive or similar rights, agreementsrights of first refusal, arrangements rights of first offer or commitments of any character (contingent or otherwise) relating registration rights with respect to the shares Shares other than those in the Company’s organizational documents (which are being waived by the Sellers pursuant to Section 2.3). There are no agreements with respect to the voting or transfer of beneficial interest of CIR III the Shares to which the Company or any of its the Company Subsidiaries or obligating CIR III is a party or, to the Knowledge of the Company, to which any Seller is a party. The Company has not violated, in any material respect, any applicable securities Laws or any other Person to issue preemptive or sell similar rights created by statute, organizational document or agreement in connection with the offer, sale, issuance or allotment of any shares of beneficial interest ofthe Shares. The Company has no liability for, or obligation with respect to, the payment of dividends, distributions or similar participation interests, whether or not declared or accumulated, and there are no restrictions of any kind which prevent the payment of the foregoing by the Company, other interest inthan those arising under applicable Law. (c) As of the date hereof, CIR III or any of its Subsidiaries. Neither CIR III neither the Company nor any of its Subsidiaries Company Subsidiary has granted or authorized, and does not have outstanding, any securities (whether debt or equity) convertible into or exercisable or exchangeable for any shares of capital stock or equity interests in CIR III or any of its Subsidiaries, or any stock appreciation, phantom stock, profit participation or similar rights. Neither CIR III nor any of its Subsidiaries has any outstanding bonds, debentures, notes or other obligations similar obligations, the holders of which have the right to vote (or which are convertible into or exchangeable or exercisable for securities having the right to vote) with a Seller the shareholders of the Company on any matter. Neither CIR III nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire or to register under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, any shares of capital stock or equity interests. Schedule 4.1(aa)(ii) sets forth each voting trust, shareholder agreement, proxy or other agreement or understanding with respect to the voting or transfer of any of the CIR III Shares or any equity interests of any Subsidiary of CIR III and no such agreements shall remain in effect after Closing. Upon consummation of the transactions contemplated by this Agreement, the Buyer will own the CIR III Shares free and clear of all Liens other than general restrictions on transfer under securities Laws or any Lien created or consented to by the Buyer. Except as set forth in Schedule 4.1(aa)(ii), neither CIR III nor any of its Subsidiaries has any Indebtedness. (iii) Schedule 4.1(aa)(iii) sets forth a true, correct and complete list of each Subsidiary of CIR III. CIR III owns, directly or indirectly, all of the equity interests of each such Subsidiary, free and clear of any Liens. Except as set forth on Schedule 4.1(aa)(iii), neither CIR III nor any of its Subsidiaries directly or indirectly owns or holds any rights to acquire, any capital stock or any other securities or interests in any other Person. Each Subsidiary of CIR III is the type of entity set forth across from its name on Schedule 4.1(aa)(iii), is duly organized, validly existing and in good standing under the Laws of its jurisdiction and has the requisite power and authority to own or lease its assets and to conduct its business as it is now being conducted, and each Subsidiary of CIR III is duly licensed or qualified in each jurisdiction in which the ownership or operation of its assets or the character of its activities is such as to require it to be so licensed or qualified, except, in each case, as would not result in a Material Adverse Effect. No Subsidiary of CIR III is in material violation of its Organizational Documents or has any contingent or actual obligations unrelated to the ownership and operation of its properties other than such obligations arising under its Organizational Documents.

Capitalization and Related Matters. 3.4.1 Section 3.4.1 of the Company Disclosure Schedule sets forth as of the date hereof, a complete list of the Interests, including a true, correct and complete list of the record holders of the Interests, listing for each Person: (i) his, her or its name, and if not a natural person, its type of entity and jurisdiction of incorporation or organization; and (ii) the percentage of the Company’s membership interests owned by such Person. 3.4.2 The authorized capital stock of CIR III consists of (A) 1,000,000 common shares of beneficial interest, of which 277,458 are Interests represent all issued and outstanding and held beneficially and equity interests of record by the Sellers, and (B) 500 preferred shares Company. All of beneficial interest, with no par value (the “Preferred Shares”), of which 125 are issued and outstanding. All such outstanding common shares and preferred shares Interests have been duly authorized and are validly issued, and are fully paid and non-assessable. Schedule 4.1(aa)(i) sets forth Immediately after the nameClosing, ownerBuyer shall own all of the outstanding Interests, jurisdiction free and clear of formation any Liens or organization (as applicable) of (A) each holder of CIR III Shares any other restrictions on transfer, other than restrictions on transfer arising under applicable federal and state securities Laws. Other than the percentage of outstanding equity securities owned by each such holder and (B) each holder of Preferred Shares, each of whom holds one Preferred Share. (ii) Except as set forth in Schedule 4.1(aa)(ii)Interests, there are no issued, reserved for issuance or outstanding or authorized options(a) membership interests, warrants, convertible securities or other securities, rights, agreements, arrangements or commitments of any character (contingent or otherwise) relating to the shares of beneficial interest of CIR III or any of its Subsidiaries or obligating CIR III or any other Person to issue or sell any shares of beneficial interest of, or any other interest in, CIR III or any of its Subsidiaries. Neither CIR III nor any of its Subsidiaries has granted or authorized, and does not have outstanding, any securities (whether debt or equity) convertible into or exercisable or exchangeable for any shares of capital stock or equity interests in CIR III or any of its Subsidiariesof, or any stock appreciationother equity or voting interests in, phantom stockthe Company, profit participation or similar rights. Neither CIR III nor any (b) securities of its Subsidiaries has any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or are Company convertible into or exchangeable or exercisable for membership interests, shares of capital stock of, or other equity or voting interests in, the Company or containing any profit participation features, or (c) options, warrants, stock appreciation rights, phantom stock, calls, subscriptions or other rights to acquire from the Company or other obligations of the Company to issue or allot, any membership interests, capital stock or securities having convertible into, or exchangeable or exercisable for, or evidencing the right to vote) with a Seller on subscribe for, capital stock of, or other equity or voting interests in, the Company or any matterequity appreciation rights or phantom equity plans. Neither CIR III nor any There are no outstanding obligations of its Subsidiaries is subject the Company to any obligation (contingent or otherwise) to repurchase repurchase, redeem or otherwise acquire or retire for value any Interests. There are no statutory or contractual equity holder preemptive or similar rights, rights of first refusal, rights of first offer or registration rights with respect to register under the Securities Act of 1933Interests. Except as may be set forth in the organizational documents for the Company, as amended, and the rules and regulations promulgated thereunder, any shares of capital stock or equity interests. Schedule 4.1(aa)(ii) sets forth each voting trust, shareholder agreement, proxy or other agreement or understanding there are no agreements with respect to the voting or transfer of the Interests to which the Company, any of the CIR III Shares Company Subsidiary or any equity interests of Seller is a party. The Company has not violated any Subsidiary of CIR III and no such agreements shall remain in effect after Closing. Upon consummation of the transactions contemplated by this Agreement, the Buyer will own the CIR III Shares free and clear of all Liens other than general restrictions on transfer under applicable federal or state securities Laws or any Lien preemptive or similar rights created by statute, organizational document or consented to agreement in connection with the offer, sale, issuance or allotment of any Interests. The Company has no liability for, or obligation with respect to, the payment of dividends, distributions or similar participation interests, whether or not declared or accumulated, and there are no restrictions of any kind which prevent the payment of the foregoing by the BuyerCompany. Except as set forth in Schedule 4.1(aa)(ii), neither CIR III nor No certificate or certificates have been issued representing any of its Subsidiaries has any Indebtedness. (iii) Schedule 4.1(aa)(iii) sets forth a true, correct and complete list of each Subsidiary of CIR III. CIR III owns, directly or indirectly, all of the equity interests of each such Subsidiary, free and clear of any Liens. Except as set forth on Schedule 4.1(aa)(iii), neither CIR III nor any of its Subsidiaries directly or indirectly owns or holds any rights to acquire, any capital stock Interests or any other securities or interests equity interest in any other Person. Each Subsidiary of CIR III is the type of entity set forth across from its name on Schedule 4.1(aa)(iii), is duly organized, validly existing and in good standing under the Laws of its jurisdiction and has the requisite power and authority to own or lease its assets and to conduct its business as it is now being conducted, and each Subsidiary of CIR III is duly licensed or qualified in each jurisdiction in which the ownership or operation of its assets or the character of its activities is such as to require it to be so licensed or qualified, except, in each case, as would not result in a Material Adverse Effect. No Subsidiary of CIR III is in material violation of its Organizational Documents or has any contingent or actual obligations unrelated to the ownership and operation of its properties other than such obligations arising under its Organizational DocumentsCompany.

Capitalization and Related Matters. (ia) The authorized capital stock of CIR III the Company consists solely of (A) 1,000,000 common 30,000,000 shares of beneficial interestCommon Stock, of which 277,458 4,744,245 shares are issued and outstanding, 8,000,000 shares of Series A Preferred Stock, of which 8,000,000 shares are issued and outstanding, 7,642,443 shares of Series B Preferred Stock, of which 7,616,280 shares are issued and outstanding and held beneficially and of record by the Sellers, and (B) 500 preferred 3,400,000 shares of beneficial interestSeries C Preferred Stock, with no par value of which 3,375,000 shares are issued and outstanding (each, a “Share” and, collectively, the “Preferred Shares”). Schedule 2.3(a) lists each holder of the Shares and the class and number of Shares owned by such holder. All shares of capital stock in the Company are owned by the Stockholders, of which 125 are record and beneficially, and constitute the only issued and outstandingoutstanding capital stock of the Company. All such outstanding common shares and preferred shares have been of the Shares were duly authorized and validly issued and are validly issued, fully paid and non-assessable. . (b) Except for the Company Options and the Comerica Warrants and as disclosed on Schedule 4.1(aa)(i2.3(b)(i), (i) sets forth the name, owner, jurisdiction of formation there are no authorized or organization (as applicable) of outstanding (A) each holder securities of CIR III the Company other than the Shares and the percentage of outstanding equity securities owned by each such holder and or (B) each holder warrants, preemptive rights, other rights, or options with respect to any securities of Preferred Sharesthe Company or any securities or right convertible into, each exchangeable for, or evidencing the right to subscribe for, any shares of whom holds one Preferred Share. the Company’s capital stock, and (ii) the Company is not subject to any obligation to issue, sell, deliver, redeem or otherwise transfer, acquire or retire the Shares or any other securities of the Company. Except as set forth in described on Schedule 4.1(aa)(ii2.3(b)(i), there are no outstanding or authorized options, warrants, convertible securities or other securities, rights, shareholder agreements, arrangements or commitments of any character (contingent or otherwise) relating to the shares of beneficial interest of CIR III or any of its Subsidiaries or obligating CIR III or any other Person to issue or buy-sell any shares of beneficial interest ofagreements, or any other interest in, CIR III or any of its Subsidiaries. Neither CIR III nor any of its Subsidiaries has granted or authorized, and does not have outstanding, any securities (whether debt or equity) convertible into or exercisable or exchangeable for any shares of capital stock or equity interests in CIR III or any of its Subsidiaries, or any stock appreciation, phantom stock, profit participation or similar rights. Neither CIR III nor any of its Subsidiaries has any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exchangeable or exercisable for securities having the right to vote) with a Seller on any matter. Neither CIR III nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire or to register under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, any shares of capital stock or equity interests. Schedule 4.1(aa)(ii) sets forth each voting trust, shareholder agreement, proxy trust or other agreement or understanding with respect to which the voting Company or transfer of any of the CIR III Shares or any equity interests of any Subsidiary of CIR III and no the Company is a party or to which it is bound, all such agreements shall remain previously in effect after Closingshall be terminated on the Closing Date. Upon consummation Schedule 2.3(b)(i) sets forth a list of each Company Option (other than the Unvested Company Options) and the exercise price of each such option and separately, at the Effective Time as a result of the Merger reflecting any acceleration of vesting or adjustment to purchase price or exercise price of such option, the date of grant and the vesting schedule. Schedule 2.3(b)(ii) sets forth a list of each Unvested Company Option and the exercise price of each such option and separately, at the Effective Time as a result of the Merger reflecting any acceleration of vesting or adjustment to purchase price or exercise price of such option, the date of grant and the vesting schedule. (c) Each of the Company Options may, in accordance with their respective terms, be treated in the manner provided for herein. (d) All of the Shares and all options, warrants or other securities of the Company have been issued in accordance with applicable federal and state securities laws. The transactions contemplated by this Agreement, the Buyer will own the CIR III Shares free and clear of all Liens other than general restrictions on transfer under securities Laws or Agreement are not subject to any Lien created or consented to by the Buyer. Except as set forth in Schedule 4.1(aa)(ii), neither CIR III nor any of its Subsidiaries has any Indebtednesspreemptive rights. (iiie) Schedule 4.1(aa)(iii) sets forth a true, correct and complete list of each Subsidiary of CIR III. CIR III owns, directly or indirectly, all Each of the equity interests amounts payable to the holders of each such Subsidiarythe Series A Preferred Stock, free Series B Preferred Stock, Series C Preferred Stock and clear Common Stock under Section 1.5 has been calculated and will be paid (when paid in accordance with and subject to the terms of any Liens. Except as this Agreement) in accordance with and subject to all terms of the Certificate of Incorporation of the Company set forth on Schedule 4.1(aa)(iii)as Exhibit 4.1 hereto, neither CIR III nor any which will be duly authorized and filed with the Delaware Secretary of its Subsidiaries directly State prior to or indirectly owns or holds any rights to acquireat Closing, any capital stock or and any other securities agreements binding upon the Company or interests in any other Person. Each Subsidiary of CIR III is the type of entity set forth across from its name on Schedule 4.1(aa)(iii), is duly organized, validly existing and in good standing under the Laws of its jurisdiction and has the requisite power and authority to own or lease its assets and to conduct its business as it is now being conducted, and each Subsidiary of CIR III is duly licensed or qualified in each jurisdiction in which the ownership or operation of its assets or the character of its activities Company is such as to require it to be so licensed or qualified, except, in each case, as would not result in a Material Adverse Effect. No Subsidiary of CIR III is in material violation of its Organizational Documents or has any contingent or actual obligations unrelated to the ownership subject and operation of its properties other than such obligations arising under its Organizational Documentsall applicable Laws.

Capitalization and Related Matters. (a) The attached Capitalization Schedule accurately sets forth the following information with respect to the Company’s capitalization as of the Closing and immediately thereafter (i) The the authorized capital stock Membership Units of CIR III consists the Company, (ii) the number of (A) 1,000,000 common shares each class of beneficial interest, Membership Units of which 277,458 are issued and outstanding and held beneficially and of record by the Sellers, and (B) 500 preferred shares of beneficial interest, with no par value (the “Preferred Shares”), of which 125 are Company issued and outstanding. All such outstanding common shares , (iii) the number and preferred shares have been duly authorized each class of Membership Units of the Company reserved for issuance upon exercise of any Convertible Securities and are validly issued, fully paid and non-assessable. Schedule 4.1(aa)(i(iv) sets forth the name, owner, jurisdiction name of formation or organization (as applicable) of (A) each holder of CIR III Shares Membership Units in the Company and the percentage amount of outstanding equity securities Membership Units owned by each such holder of such Membership Units and (B) the capital contribution to the Company of each holder of Preferred SharesMembership Units. As of the Closing, each the Company does not have outstanding any of whom holds one Preferred Share. (ii) Except its Membership Units, except for the Securities and except as set forth in Schedule 4.1(aa)(ii)on the Capitalization Schedule. As of the Closing, there are no outstanding or authorized options, warrants, convertible securities or other securities, rights, agreements, arrangements or commitments of any character (contingent or otherwise) relating to the shares of beneficial interest of CIR III or any of its Subsidiaries or obligating CIR III or any other Person to issue or sell any shares of beneficial interest of, or any other interest in, CIR III or any of its Subsidiaries. Neither CIR III nor any of its Subsidiaries has granted or authorized, and does Company is not have outstanding, any securities (whether debt or equity) convertible into or exercisable or exchangeable for any shares of capital stock or equity interests in CIR III or any of its Subsidiaries, or any stock appreciation, phantom stock, profit participation or similar rights. Neither CIR III nor any of its Subsidiaries has any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exchangeable or exercisable for securities having the right to vote) with a Seller on any matter. Neither CIR III nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of the Company’s Membership Units, except as set forth on the Capitalization Schedule and except pursuant to the terms of the Investment Documents, the Securities and the LMC Operating Agreement. As of the Closing, all of the outstanding Membership Units of the Company shall be validly issued, fully paid and nonassessable. (b) There are no statutory or, to the Company’s Knowledge, except as set forth in the LMC Operating Agreement, contractual equity holders’ preemptive rights or rights of refusal with respect to register under the issuance of the Securities hereunder. The Company has not violated and will not knowingly violate any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its Membership Units, and, assuming the truth and accuracy of the Purchaser’s representations and warranties set forth in Section 7.3 of this Agreement, there is an exemption available to the Company from the registration requirements of the Securities Act or any applicable state securities laws in connection with the offer, sale and issuance of 1933the Securities. To the Company’s Knowledge, as amended, and there are no agreements between the rules and regulations promulgated thereunder, any shares holders of capital stock or equity interests. Schedule 4.1(aa)(ii) sets forth each voting trust, shareholder agreement, proxy or other agreement or understanding the Company’s Membership Units with respect to the voting or transfer of the Company’s Membership Units or with respect to any other aspect of the CIR III Shares or any equity interests of any Subsidiary of CIR III and no such agreements shall remain in effect after Closing. Upon consummation of Company’s affairs, except for the transactions contemplated by this LMC Operating Agreement, the Buyer will own the CIR III Shares free and clear of all Liens other than general restrictions on transfer under securities Laws or any Lien created or consented to by the Buyer. Except as set forth in Schedule 4.1(aa)(ii), neither CIR III nor any of its Subsidiaries has any Indebtedness. (iii) Schedule 4.1(aa)(iii) sets forth a true, correct and complete list of each Subsidiary of CIR III. CIR III owns, directly or indirectly, all of the equity interests of each such Subsidiary, free and clear of any Liens. Except as set forth on Schedule 4.1(aa)(iii), neither CIR III nor any of its Subsidiaries directly or indirectly owns or holds any rights to acquire, any capital stock or any other securities or interests in any other Person. Each Subsidiary of CIR III is the type of entity set forth across from its name on Schedule 4.1(aa)(iii), is duly organized, validly existing and in good standing under the Laws of its jurisdiction and has the requisite power and authority to own or lease its assets and to conduct its business as it is now being conducted, and each Subsidiary of CIR III is duly licensed or qualified in each jurisdiction in which the ownership or operation of its assets or the character of its activities is such as to require it to be so licensed or qualified, except, in each case, as would not result in a Material Adverse Effect. No Subsidiary of CIR III is in material violation of its Organizational Documents or has any contingent or actual obligations unrelated to the ownership and operation of its properties other than such obligations arising under its Organizational Documents.

Capitalization and Related Matters. (ia) The authorized capital stock of CIR III the Acquiree consists of (A) 1,000,000 common shares of beneficial interest50,000 Ordinary Shares, of which 277,458 are issued and outstanding and held beneficially and of record by the Sellers, and (B) 500 preferred 50,000 shares of beneficial interest, with no par value (the “Preferred Shares”), of which 125 are issued and outstanding. All such outstanding common shares and preferred shares have been duly authorized and are validly issued, fully paid and non-assessable. Schedule 4.1(aa)(i) sets forth the name, owner, jurisdiction of formation or organization (as applicable) of (A) each holder of CIR III Shares and the percentage of outstanding equity securities owned by each such holder and (B) each holder of Preferred Shares, each of whom holds one Preferred Share. (ii) Except as set forth in Schedule 4.1(aa)(ii), there There are no outstanding or authorized options, warrants, convertible calls, purchase agreements, participation agreements, subscription rights, conversion rights, exchange rights or other securities or other securitiescontracts that could require the Acquiree to issue, rightssell or otherwise cause to become outstanding any of its authorized but unissued shares of capital stock or any securities convertible into, exchangeable for or carrying a right or option to purchase shares of capital stock or to create, authorize, issue, sell or otherwise cause to become outstanding any new class of capital stock. There are no outstanding stockholders’ agreements, arrangements voting trusts or commitments arrangements, registration rights agreements, rights of first refusal or other contracts pertaining to the capital stock of the Acquiree. The issuance of all of the Ordinary Shares described in this Section 5.07(a) has been in compliance with the laws of the British Virgin Islands. All issued and outstanding shares of the Acquiree’s capital stock are duly authorized, validly issued, fully paid and nonassessable and have not been issued in violation of any character preemptive or similar rights. The owners of the Ordinary Shares of the Acquiree own, and have good, valid and marketable title to, all the Ordinary Shares of the Acquiree. There are no outstanding contractual obligations (contingent or otherwise) relating of the Acquiree to the retire, repurchase, redeem or otherwise acquire any outstanding shares of beneficial interest capital stock of, or other ownership interests in, the Acquiree or to provide funds to or make any investment (in the form of CIR III a loan, capital contribution or otherwise) in any other Person. (b) The authorized capital stock of the HK Company consists of 10,000 Ordinary Shares, of which 100 shares are issued and outstanding. There are no outstanding or authorized options, warrants, calls, purchase agreements, participation agreements, subscription rights, conversion rights, exchange rights or other securities or contracts that could require the HK Company to issue, sell or otherwise cause to become outstanding any of its Subsidiaries or obligating CIR III or any other Person to issue or sell any shares of beneficial interest of, or any other interest in, CIR III or any of its Subsidiaries. Neither CIR III nor any of its Subsidiaries has granted or authorized, and does not have outstanding, any securities (whether debt or equity) convertible into or exercisable or exchangeable for any authorized but unissued shares of capital stock or equity interests any securities convertible into, exchangeable for or carrying a right or option to purchase shares of capital stock or to create, authorize, issue, sell or otherwise cause to become outstanding any new class of capital stock. There are no outstanding stockholders’ agreements, voting trusts or arrangements, registration rights agreements, rights of first refusal or other contracts pertaining to the capital stock of the HK Company. The issuance of all of the capital stock of the HK Company described in CIR III or this Section 5.07(b) has been in compliance with the laws of Hong Kong. All issued and outstanding shares of the HK Company’s capital stock are duly authorized, validly issued, fully paid and nonassessable and have not been issued in violation of any of its Subsidiaries, or any stock appreciation, phantom stock, profit participation preemptive or similar rights. Neither CIR III nor any The Acquiree owns and has good, valid and marketable title to, all the ordinary shares of its Subsidiaries has any the HK Company. There are no outstanding bonds, debentures, notes or other contractual obligations the holders of which have the right to vote (or are convertible into or exchangeable or exercisable for securities having the right to vote) with a Seller on any matter. Neither CIR III nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) of the HK Company to repurchase retire, repurchase, redeem or otherwise acquire or retire or to register under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, any outstanding shares of capital stock or equity interests. Schedule 4.1(aa)(ii) sets forth each voting trustof, shareholder agreement, proxy or other agreement ownership interests in, the HK Company or understanding with to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. (c) The capitalization of each PRC Company is set forth on Schedule 5.07(c). There are no outstanding options, warrants or commitments in respect to the voting of increase of registered capital or transfer of equity interest of any PRC Company as of the CIR III Shares or any date hereof. The equity interests interest of each PRC Company is free of any Subsidiary of CIR III and no such agreements shall remain in effect after Closing. Upon consummation of the transactions contemplated by this Agreement, the Buyer will own the CIR III Shares free and clear of all Liens other than general restrictions on transfer under securities Laws any Liens created by or imposed upon the holder thereof, and is not subject to preemptive rights or rights of first refusal created by statute, their respective organizational documents or any Lien created agreement to which the Acquiree or consented to such PRC Company is a party or by the Buyer. Except as which it is bound, and such equity interest set forth in on Schedule 4.1(aa)(ii), neither CIR III nor any of its Subsidiaries has any Indebtedness. (iii5.07(c) Schedule 4.1(aa)(iii) sets forth a true, correct and complete list of each Subsidiary of CIR III. CIR III owns, directly or indirectly, constitutes all of the equity interests interest of each such SubsidiaryPRC Company. All registered capital and other capital contributions regarding each PRC Company have been duly paid up in accordance with the relevant PRC regulations and requirements and all necessary capital verification reports have been duly issued and not revoked or withdrawn. The owners of the equity interest of each PRC Company own, free and clear have good, valid and marketable title to, all equity interest of any Lienseach PRC Company. Except as set forth on Schedule 4.1(aa)(iii)There are no outstanding or authorized options, neither CIR III nor any of its Subsidiaries directly warrants, purchase agreements, participation agreements, subscription rights, conversion rights, exchange rights or indirectly owns or holds any rights to acquire, any capital stock or any other securities or interests in contracts that could require any other Person. Each Subsidiary of CIR III is PRC Company to increase its registered capital, sell or transfer its equity interest, or otherwise to cause any change on the type of entity set forth across from its name on Schedule 4.1(aa)(iii), is duly organized, validly existing and in good standing under the Laws ownership of its jurisdiction and equity interest. There are no outstanding stockholders’ agreements, voting trusts or arrangements, rights of first refusal or other contracts pertaining to the equity interest of any PRC Company. None of the outstanding equity interest of any PRC Company has the requisite power and authority to own or lease its assets and to conduct its business as it is now being conducted, and each Subsidiary of CIR III is duly licensed or qualified been owned in each jurisdiction in which the ownership or operation of its assets or the character of its activities is such as to require it to be so licensed or qualified, except, in each case, as would not result in a Material Adverse Effect. No Subsidiary of CIR III is in material violation of its Organizational Documents any rights of any Person or has in violation of any contingent or actual obligations unrelated to the ownership and operation of its properties other than such obligations arising under its Organizational DocumentsLaw.

Capitalization and Related Matters. (a) Schedule 3.3(a) of the Disclosure Schedules sets forth as of the date hereof (i) The the number of authorized capital stock shares of CIR III consists Common Stock (including Company Restricted Stock) and Preferred Stock and (ii) a true, correct and complete list of the record holders of the Common Stock and the Preferred Stock, listing for each Person including: (A) 1,000,000 common his, her or its name, and if not a natural person, its type of entity and jurisdiction of incorporation or organization, (B) the number of shares of beneficial interest, of which 277,458 are issued and outstanding and held beneficially and of record Shares owned by the Sellerssuch Person, and (BC) 500 preferred with respect to Company Restricted Stock, the vesting status and schedule with respect to such Company Restricted Stock, the Company Equity Plan pursuant to which such Company Restricted Stock was granted, and whether a valid and timely election under Section 83(b) of the Code (an “83(b) Election”) was filed in connection with any such Company Restricted Stock. The Company has provided copies of all such 83(b) Elections. (b) Schedule 3.3(b) of the Disclosure Schedules sets forth, as of the date hereof, each outstanding Company Stock Option and, to the extent applicable: (i) the type of stock option (including whether an incentive or nonqualified stock option) and the name of the holder thereof, (ii) the number of shares of beneficial interestCommon Stock issuable thereunder, with no par value (iii) the “Preferred Shares”)expiration date, of which 125 are issued (iv) the exercise price, (v) the grant date, (vi) the vesting schedule (including any acceleration terms applicable to such Company Stock Option and outstanding(vii) whether an 83(b) Election was timely remitted to the Internal Revenue Service. All such Company Stock Options were issued pursuant to the Company Equity Plans. The Company has provided or otherwise made available to Buyer accurate and complete copies of the Company Equity Plans and the form of all award agreements evidencing the Company Equity Awards. (c) Schedule 3.3(c) of the Disclosure Schedules sets forth , as of the date hereof, each outstanding common Company Warrant and, to the extent applicable: (i) the name of the holder thereof, (ii) the number of shares of Common Stock issuable thereunder, (iii) the expiration date, (iv) the exercise price, and preferred shares (v) the grant date. (d) All of the Shares have been duly authorized and are validly issued, and are fully paid and non-assessable. Schedule 4.1(aa)(i) sets forth Immediately after the nameClosing, owner, jurisdiction the Buyer shall own all of formation or organization (as applicable) of (A) each holder of CIR III Shares and the percentage of outstanding equity securities owned by each such holder and (B) each holder of Preferred Shares, each free and clear of whom holds one Preferred Share. (ii) any Liens or any other restrictions on transfer, other than restrictions on transfer arising under applicable federal and state securities Laws. Except as set forth in on Schedule 4.1(aa)(ii3.3(b) and Schedule 3.3(a), there are no issued, reserved for issuance or outstanding or authorized options, warrants, convertible securities or other securities, rights, agreements, arrangements or commitments of any character (contingent or otherwisei) relating to the shares of beneficial interest of CIR III or any of its Subsidiaries or obligating CIR III or any other Person to issue or sell any shares of beneficial interest of, or any other interest in, CIR III or any of its Subsidiaries. Neither CIR III nor any of its Subsidiaries has granted or authorized, and does not have outstanding, any securities (whether debt or equity) convertible into or exercisable or exchangeable for any shares of capital stock or equity interests in CIR III or any of its Subsidiariesof, or any stock appreciationother equity or voting interests in, phantom stock, profit participation or similar rights. Neither CIR III nor any the Company; (ii) securities of its Subsidiaries has any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or are Company convertible into or exchangeable or exercisable for shares of capital stock of, or other equity or voting interests in, the Company or containing any profit participation features; or (iii) options, warrants, calls, subscriptions or other rights to acquire from the Company or other obligations of the Company to issue or allot, any capital stock or securities having convertible into, or exchangeable or exercisable for, or evidencing the right to vote) with a Seller on any mattersubscribe for, capital stock of, or other equity or voting interests in, the Company. Neither CIR III nor any There are no outstanding obligations of its Subsidiaries is subject the Company to any obligation (contingent or otherwise) to repurchase repurchase, redeem or otherwise acquire or retire for value any securities of the Company. There are no statutory or contractual equityholder preemptive or similar rights, rights of first refusal, rights of first offer or registration rights with respect to register under the Securities Act of 1933Shares. Except for the Contracts to be terminated pursuant to Section 1.3(b)(iii), as amended, and the rules and regulations promulgated thereunder, any shares of capital stock or equity interests. Schedule 4.1(aa)(ii) sets forth each voting trust, shareholder agreement, proxy or other agreement or understanding there are no agreements with respect to the voting or transfer of any the Shares to which the Company is a party or, to the Knowledge of the CIR III Shares or Company, to which any equity interests of any Subsidiary of CIR III and no such agreements shall remain in effect after Closing. Upon consummation of the transactions contemplated by this Agreement, the Buyer will own the CIR III Shares free and clear of all Liens other than general restrictions on transfer under securities Laws or any Lien created or consented to by the Buyer. Except as set forth in Schedule 4.1(aa)(ii), neither CIR III nor any of its Subsidiaries has any IndebtednessSeller is a party. (e) Each Company Equity Plan and each Company Equity Award was duly approved by all necessary corporate action and in accordance with applicable Law. Each Company Equity Award was granted in accordance with the terms of the applicable Company Equity Plan and in compliance, in all material respects, with all applicable Laws. With respect to the Company Stock Options, (i) each grant was duly authorized no later than the date on which the grant of such option was by its terms to be effective on the date the option was granted by all necessary corporate action, (ii) each has an exercise price equal to no less than the fair market value of the underlying shares of Common Stock on the applicable grant date as determined by the Company’s board of directors in good faith, (iii) Schedule 4.1(aa)(iii) sets forth a true, correct and complete list of each Subsidiary of CIR III. CIR III owns, directly or indirectly, all no Company Stock Option is subject to Section 409A of the equity interests of each such Subsidiary, free and clear of any Liens. Except as set forth on Schedule 4.1(aa)(iii), neither CIR III nor any of its Subsidiaries directly or indirectly owns or holds any rights to acquire, any capital stock or any other securities or interests in any other Person. Each Subsidiary of CIR III is the type of entity set forth across from its name on Schedule 4.1(aa)(iii), is duly organized, validly existing and in good standing under the Laws of its jurisdiction and has the requisite power and authority to own or lease its assets and to conduct its business as it is now being conductedCode, and (iv) each Subsidiary Company Stock Option intended to qualify as an “incentive stock option” under Section 422 of CIR III is duly licensed or qualified in each jurisdiction in which the ownership or operation of its assets or the character of its activities is such as to require it to be Code so licensed or qualified, except, in each case, as would not result in a Material Adverse Effect. No Subsidiary of CIR III is in material violation of its Organizational Documents or has any contingent or actual obligations unrelated to the ownership and operation of its properties other than such obligations arising under its Organizational Documentsqualifies.

Capitalization and Related Matters. (ia) The As of the date hereof and after consummation of the transaction described in this Agreement, the authorized capital stock of CIR III the Company consists of (A) 1,000,000 common 2,100,000,000 shares of beneficial intereststock, of which 277,458 2,000,000,000 shares are issued designated as Common Stock and outstanding 100,000,000 shares are designated as Preferred Stock. As of the date hereof and held beneficially and after the consummation of record by the Sellerstransactions described herein, and (B) 500 preferred there are 100,000,000 shares of beneficial interestCommon Stock, with no par value (6,000,000 shares of Series A Preferred Stock and 10,000,000 shares of Series B Preferred Stock outstanding. As of the “Preferred Shares”)date hereof and after the consummation of the transactions described herein, the authorized capital stock of the Target consists of 150,000 shares of stock, of which 125 100,000 shares are issued designated as Common Stock and 50,000,000 shares are designated as Preferred Stock. As of the date hereof and after consummation of the transactions described herein, there are 50,000 shares of Common Stock outstanding, all of which are owned by the Company. All such outstanding common shares of capital stock of the Company and preferred shares have been the Target are duly authorized and are validly issued, fully paid and non-assessablenonassessable. Schedule 4.1(aa)(iNo shares of capital stock of the Company or the Target (i) sets forth were issued in violation of the namepreemptive rights of any shareholder, owner, jurisdiction of formation or organization (ii) are held as applicable) of (A) each holder of CIR III Shares and the percentage of outstanding equity securities owned by each such holder and (B) each holder of Preferred Shares, each of whom holds one Preferred Sharetreasury stock. (iib) Except as set forth in the Disclosure Schedule 4.1(aa)(iiattached hereto (the "Disclosure Schedule"), there are no outstanding any securities convertible into Common Stock or authorized optionsany other capital stock of the Company or Target nor any rights to subscribe for or to purchase, warrantsor any options for the purchase of, convertible securities or other securities, rights, agreements, arrangements or commitments of any character agreements providing for the issuance (contingent or otherwise) relating to the shares of beneficial interest of CIR III or any of its Subsidiaries or obligating CIR III or any other Person to issue or sell any shares of beneficial interest of, or any other interest incalls, CIR III commitments or claims of any of its Subsidiaries. Neither CIR III nor any of its Subsidiaries has granted or authorizedcharacter relating to, and does not have outstanding, any securities (whether debt or equity) convertible into or exercisable or exchangeable for any shares of such capital stock or equity interests in CIR III or any of its Subsidiariessecurities convertible into such capital stock (collectively, or any stock appreciation, phantom stock, profit participation or similar rights"Securities Rights"). Neither CIR III nor any of its Subsidiaries has any outstanding bonds, debentures, notes the Company or other obligations the holders of which have the right to vote Target: (or are convertible into or exchangeable or exercisable for securities having the right to votei) with a Seller on any matter. Neither CIR III nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its capital stock; or to register under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, (ii) has any shares of capital stock or equity interests. Schedule 4.1(aa)(ii) sets forth each voting trust, shareholder agreement, proxy liability for dividends or other agreement distributions declared or understanding accrued, but unpaid, with respect to the voting or transfer of any of the CIR III Shares or any equity interests of any Subsidiary of CIR III and no such agreements shall remain in effect after Closing. Upon consummation of the transactions contemplated by this Agreement, the Buyer will own the CIR III Shares free and clear of all Liens other than general restrictions on transfer under securities Laws or any Lien created or consented to by the Buyer. Except as set forth in Schedule 4.1(aa)(ii), neither CIR III nor any of its Subsidiaries has any Indebtednesscapital stock. (iiic) Schedule 4.1(aa)(iii) sets forth Neither the Company nor Target is a trueparty to any agreement, correct and complete list of each Subsidiary of CIR III. CIR III ownsunderstanding or arrangement, directly direct or indirectlyindirect, all relating to any class or series of the equity interests of each such SubsidiaryCompany's or Target's capital stock, free and clear of any Liens. Except as set forth on Schedule 4.1(aa)(iii)including, neither CIR III nor any of its Subsidiaries directly or indirectly owns or holds any rights to acquirewithout limitation, any capital stock voting agreement, restriction on resale, shareholder agreement or any other securities or interests in any other Person. Each Subsidiary of CIR III is the type of entity set forth across from its name on Schedule 4.1(aa)(iii), is duly organized, validly existing and in good standing under the Laws of its jurisdiction and has the requisite power and authority to own or lease its assets and to conduct its business as it is now being conducted, and each Subsidiary of CIR III is duly licensed or qualified in each jurisdiction in which the ownership or operation of its assets or the character of its activities is such as to require it to be so licensed or qualified, except, in each case, as would not result in a Material Adverse Effect. No Subsidiary of CIR III is in material violation of its Organizational Documents or has any contingent or actual obligations unrelated to the ownership and operation of its properties other than such obligations arising under its Organizational Documentsregistration rights agreement.