Common use of Capitalization of Subsidiaries Clause in Contracts

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (w) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (x) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securities; (y) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (z) are free and clear of any Liens (other than Permitted Liens). (b) There are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock.

Capitalization of Subsidiaries. (a) Section 4.7 The share capital of each Subsidiary of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (iare set forth on Section 3.4(a) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (iiDisclosure Letter. Except as set forth on Section 3.4(a) the identity of the Persons that are Company Disclosure Letter or as contemplated by this Agreement or the record and beneficial owners thereof. The other Transaction Documents, the outstanding shares of share capital stock or equity interests other Equity Securities of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issuedissued and allotted, and are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold sold, issued and issued allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Organizational Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securitiessecurities to which such Subsidiary is a party or otherwise bound; and (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Organizational Documents of each such Subsidiary or any Contract other Contract, in any such case to which each such Subsidiary is a party or otherwise bound; . (b) Except as contemplated by this Agreement or the other Transaction Documents, the Company owns, directly or indirectly through its Subsidiaries, of record and (z) are beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Liens (Encumbrances other than Permitted Liens)Encumbrances. (bc) There Except as set forth in Section 3.4(a) of the Company Disclosure Letter and as contemplated by this Agreement or the other Transaction Documents, there are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any capital stock Equity Securities of such SubsidiariesSubsidiary, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other equity interestsEquity Securities, or for the repurchase or redemption by such Subsidiary of shares or other equity interests Equity Securities of such Subsidiaries or Subsidiary the value of which is determined by reference to shares or other equity interests Equity Securities of the Subsidiariessuch Subsidiary, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stockEquity Securities.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1A) the Governing Documents of each such Subsidiary, and (2B) any other applicable Contracts governing the issuance of such securities; (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ziv) are free and clear of any Liens (other than Permitted Liens). (b) The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other rights the value of which is are determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except for the equity interests of the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issued, issued and are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securities; (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ziv) are free and clear of any Liens (other than Permitted Liens). (b) There The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) Except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional sharesshares or other equity interests of such Subsidiaries, the sale of treasury shares or other equity interestsinterests of such Subsidiaries, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securities; (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ziv) are free and clear of any Liens (other than Permitted Liens). (b) There The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) Except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of share capital stock or equity interests other Equity Securities of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issuedissued and allotted, are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold sold, issued and issued allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities; (yiii) are not not, except as set forth on Section 5.7(a) of the Company Disclosure Letter, subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ziv) are are, except as set forth on Section 5.7(a) of the Company Disclosure Letter, free and clear of any Liens. (b) Except as set forth on Section 5.7(b) of the Company Disclosure Letter, the Company owns of record and beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Liens (other than Permitted Liens). (bc) There Except as set forth on Section 5.7(c) of the Company Disclosure Letter, there are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock Equity Securities of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests Equity Securities of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stockEquity Securities.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of share capital stock or equity interests other Equity Securities of each of the Company’s Subsidiaries (wfor the purpose of this Section 4.7(a) only, excluding the Acquisition Entities) (i) have been duly authorized and validly issuedissued and allotted, are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold offered and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (1A) the Governing Documents of each such Subsidiary, and (2B) any other applicable Contracts governing the issuance or allotment of such securitiessecurities by such Subsidiary; (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each any such Subsidiary is a party or otherwise bound; and (ziv) are were issued free and clear of any Liens. (b) The Company owns of record and beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Liens (other than Permitted Liens). (bc) There Except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are no outstanding or authorized subscriptions, options, compensatory equity awardsrestricted stock, restricted stock units, stock appreciation rights, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock Equity Securities of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptivepreemptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests Equity Securities of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stockEquity Securities.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Company Subsidiaries (wi) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Company Subsidiary, and (2) any other applicable Contracts governing the issuance of such securities; (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Company Subsidiary or any Contract to which each such Company Subsidiary is a party or otherwise bound; and (ziv) are free and clear of any Liens (other than Permitted Liens). (b) There Except as set forth on Section 4.7(b) of the Company Disclosure Letter, immediately upon completion of the Internal Reorganization, the Company will own of record and beneficially all the issued and outstanding shares of capital stock or equity interests of each of the Company Subsidiaries, free and clear of any Liens other than Permitted Liens. (c) Except as set forth on Section 4.7(c) of the Company Disclosure Letter or and as contemplated by the Internal Reorganization, there are no outstanding or authorized subscriptions, stock options, compensatory stock appreciation rights, restricted stock, restricted stock units, other equity or equity-based awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such any of the Company Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Company Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issued, issued and are, to the extent applicable, fully paid and non-assessable; non‑assessable, (xii) have been offered, sold and issued in compliance with applicable Law, including federal and state applicable securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, Subsidiary as then in effect and (2) any other applicable Contracts governing the issuance of such securities; securities to which the Company is a party or otherwise bound, (yiii) are have not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary as then in effect or any Contract to which each such Subsidiary is a party or otherwise bound; bound and (ziv) are free and clear of any Liens (Liens, other than Permitted Liens)restrictions on transfer arising under applicable securities Laws, and other than as set out in the Governing Documents of such Subsidiary. (b) The Company or another direct or indirect wholly owned Subsidiary of the Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries free and clear of any Liens, other than Permitted Liens and restrictions on transfer arising under applicable securities Laws, and other than as set out in the Governing Documents of such Subsidiary. (c) There are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such any of the Company’s Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptivepre‑emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests interests, of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the such Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of share capital stock or equity interests other Equity Securities of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issuedissued and allotted, are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold offered and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securitiessecurities by such Subsidiary; (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each any such Subsidiary is a party or otherwise bound; and (ziv) are were issued free and clear of any Liens. (b) The Company owns of record and beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Liens (other than Permitted Liens). (bc) There Except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are no outstanding or authorized subscriptions, options, compensatory equity awardsrestricted stock, restricted stock units, stock appreciation rights, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock Equity Securities of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptivepreemptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests Equity Securities of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stockEquity Securities.

Capitalization of Subsidiaries. (a) Section 4.7 All of the Company Disclosure Letter sets forth a true issued and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities outstanding Equity Securities of each Subsidiary of the Company are set forth on Section 4.07(a) of the Company Disclosure Letter. All of the issued and outstanding and (ii) the identity Equity Securities of each Subsidiary of the Persons that Company are the owned of record and beneficial owners thereofbeneficially, directly or indirectly, by the Company. The outstanding shares of capital stock or equity interests Equity Securities of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issued, and are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Securities Laws, and all requirements set forth in (1) the Governing Organizational Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securitiesEquity Securities; (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Organizational Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ziv) are free and clear of any Liens (other than Permitted Liensrestrictions arising under applicable Laws, the Company’s Organizational Documents and the Transaction Documents), and, subject to the Laws of the PRC with respect to the PRC Subsidiaries, free of any restriction which prevents the payment of dividends to the Company or any of its Subsidiaries. (b) There are no outstanding Equity Securities or authorized subscriptionsequity appreciation, optionsphantom stock, compensatory profit participation, equity awardsor equity-based rights or similar rights with respect to the Equity Securities of, or other equity or voting interest in, any Subsidiary of the Company. No Person is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Subsidiary of the Company. There are no warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiariespurchase rights, any other commitments, callssubscription rights, conversion rights, exchange rights, calls, puts, rights of exchange first refusal or privilege (whether pre-emptive, contractual or by matter of Law), plans first offer or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate Contract that requires any Subsidiary of the Company to issue, purchase, register for sale, redeem sell or otherwise acquire cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of any Subsidiary of the Company. There are no outstanding bonds, debentures, notes or other indebtedness of any Subsidiary of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the equityholders of the Company’s Subsidiaries may vote. (c) Except as set forth on Section 4.07(c) of the Company Disclosure Letter, as of the date of this Agreement, neither the Company nor any of its capital stockSubsidiaries owns any Equity Securities in any Person.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or other equity interests of each of the CompanyTempo’s Subsidiaries (w) have been duly authorized and validly issued, are, to the extent applicable, issued and are fully paid and non-assessable; (x) have been offerednonassessable. All of the outstanding ownership interests in each Subsidiary of Tempo are owned by Tempo, sold and issued in compliance with applicable Lawdirectly or indirectly, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securities; (y) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (z) are free and clear of any Liens (other than Permitted Liens). the restrictions under applicable Securities Laws and Liens securing obligations under any Tempo Financing Agreements) and free of any other limitation or restriction (bincluding any restriction on the right to vote, sell or otherwise dispose of such ownership interests) and have not been issued in violation of preemptive or similar rights. There are no outstanding (a) securities of Tempo or authorized subscriptionsany of its Subsidiaries convertible into or exchangeable for ownership interests in any Subsidiary of Tempo, (b) obligations, options, compensatory equity awards, warrants, rights warrants or other rights, commitments or arrangements to acquire from Tempo or any of its Subsidiaries, or other obligations or commitments of Tempo or any of its Subsidiaries to issue, sell or otherwise transfer, any ownership interests in, or any securities (including debt securities) exercisable convertible into or exchangeable for any ownership interests in, any Subsidiary of Tempo or (c) restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any ownership interests in, any Subsidiary of Tempo (the items in clauses (a)-(c), in addition to all ownership interests of Tempo’s Subsidiaries, being referred to collectively as the “Tempo Subsidiary Securities”). There are no (i) voting trusts, proxies, equityholders agreements or other similar agreements or understandings to which any Subsidiary of Tempo is a party or by which any Subsidiary of Tempo is bound with respect to the voting or transfer of any shares of capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interestsSubsidiary, or for the repurchase (ii) obligations or redemption commitments of shares Tempo or other equity interests any of such its Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for salerepurchase, redeem or otherwise acquire any Tempo Subsidiary Securities or make payments in respect of such shares, including based on the value thereof, or to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. Except for Tempo Subsidiary Securities, neither Tempo nor any of its Subsidiaries owns any equity, ownership, profit, voting or similar interest in or any interest convertible, exchangeable or exercisable for, any equity, profit, voting or similar interest in, any Person. No shares of capital stockstock are held in treasury by any Subsidiary of Tempo.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock of (or other equity interests of in) each of the Company’s Subsidiaries (w) set forth on Schedule 4.2 have been duly authorized and validly issued, are, to the extent issued and (if applicable, ) are fully paid and non-assessable; (x) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements nonassessable. Except as set forth in (1) the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securities; (y) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Lawon Schedule 4.7(a), the Governing Documents Company or one or more of each its Subsidiaries own of record and beneficially all the issued and outstanding shares of capital stock of (or other equity interests in) such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (z) are Subsidiaries free and clear of any Liens (other than (i) as may be set forth in the certificate of formation, limited liability company agreement, limited partnership agreement, certificate of incorporation or bylaws, or similar organizational documents of such Subsidiary, (ii) for any restrictions on sales of securities under applicable securities Laws and (iii) Permitted Liens). (b) There Except as set forth on Schedule 4.7(b), there are no (i) outstanding or authorized subscriptions, options, compensatory equity awardswarrants, warrantscalls, rights or other securities (including debt securities) convertible into or exercisable or exchangeable for any shares of capital stock of (or other equity interests in) such Subsidiaries, (ii) any other commitments, calls, conversion rights, rights of exchange commitments or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional sharesshares (or other equity interests), the sale of treasury shares or other equity interestsshares, or for the repurchase or redemption of such Subsidiaries’ shares of capital stock (or other equity interests of such Subsidiaries interests), or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or (iii) any agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its shares of capital stock (or other equity interests). There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar equity awards with respect to any of the Subsidiaries. No holder of indebtedness of any Subsidiary has any right to convert or exchange such indebtedness for any equity securities of the Company or any Subsidiary. (c) Except for the equity interests of the Subsidiaries set forth on Schedule 4.2 and as set forth on Schedule 4.7(c), neither the Company nor any of its Subsidiaries owns, controls or has any rights to acquire, directly or indirectly, any capital stock or other equity interest in any other Person.

Capitalization of Subsidiaries. (a) Except as set forth on Section 4.7 3.4(a) of the Company Disclosure Letter sets forth a true and complete statement or as of the date of contemplated by this Agreement of (i) or the number and class other Transaction Documents, the outstanding share capital or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests other Equity Securities of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issuedissued and allotted, and are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold sold, issued and issued allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Organizational Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securitiessecurities to which such Subsidiary is a party or otherwise bound; and (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Organizational Documents of each such Subsidiary or any Contract other Contract, in any such case to which each such Subsidiary is a party or otherwise bound; . (b) Except as contemplated by this Agreement or the other Transaction Documents, the Company owns, directly or indirectly through its Subsidiaries, of record and (z) are beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Liens (Encumbrances other than Permitted Liens)Encumbrances. (bc) There Except as contemplated by this Agreement or the other Transaction Documents, there are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any capital stock Equity Securities of such SubsidiariesSubsidiary, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or other equity interestsEquity Securities, or for the repurchase or redemption by such Subsidiary of shares or other equity interests Equity Securities of such Subsidiaries or Subsidiary the value of which is determined by reference to shares or other equity interests Equity Securities of the Subsidiariessuch Subsidiary, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stockEquity Securities.

Capitalization of Subsidiaries. (a) Section 4.7 The authorized capital of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement Park View consists solely of (i) the number and class 1,000,000 shares of serial preferred stock, $0.01 par value per share, none of which is issued or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding outstanding, and (ii) the identity 3,000,000 shares of common stock, $0.01 par value per share, of which one share is issued and outstanding. (b) Except as otherwise set forth in Section 3.03(b) of the Persons that are the record and beneficial owners thereof. The PVFC Disclosure Schedule, all outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (w) are owned beneficially and of record by PVFC and, provided further, that, with respect to Crock, LLC and CADR, LLC, all outstanding membership interests are owned beneficially and of record by Park View. All shares of the Subsidiaries have been duly authorized and are validly issued, are, to the extent applicable, fully paid and non-assessable; (x) , were not issued in violation of the preemptive rights of any person, and have been offered, sold and issued in compliance in all material respects with all applicable Law, including federal and state securities Lawslaws. (c) As of the date of this Agreement, and all requirements set forth in (1) the Governing Documents of each such Subsidiarythere are no options, and (2) any other applicable Contracts governing the issuance of such securities; (y) are not subject towarrants, nor have they been issued in violation ofcalls, any purchase optionrights, call option, right of first refusal, pre-emptive right, subscription right commitments or any similar right under any provision agreements of any applicable Law, the Governing Documents of each such Subsidiary or any Contract character to which each such any Subsidiary is a party or otherwise by which it is bound; and (z) are free and clear , obligating a Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any additional shares of a Subsidiary or obligating the Subsidiary to grant, extend or enter into any Liens (other than Permitted Liens). (b) There such option, warrant, call, right, commitment or agreement. As of the date of this Agreement, there are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock contractual obligations of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference a Subsidiary to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for salerepurchase, redeem or otherwise acquire any shares of a Subsidiary. (d) No Subsidiary has (A) issued or permitted to be issued any shares of such Subsidiary, or securities exercisable for or convertible into shares of such Subsidiary, other than shares issued to its capital stockparent corporation; (B) repurchased, redeemed or otherwise acquired, directly or indirectly any shares of such Subsidiary; or (C) declared, set aside, made or paid to the shareholders of such Subsidiary dividends or other distributions on the outstanding shares of such Subsidiary. (e) No bonds, debentures, notes or other indebtedness of a Subsidiary having the right to vote on any matters on which the Subsidiary shareholders may vote are issued or outstanding.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or other equity interests of each of the Company’s Subsidiaries (w) have been duly authorized and validly issued, are, to the extent applicable, issued and are fully paid and non-assessable; (x) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements nonassessable. Except as set forth on Section 5.07(a) of the Company Disclosure Letter, all of the outstanding ownership interests in (1) each Subsidiary of the Governing Documents of each such SubsidiaryCompany are owned by the Company, and (2) any other applicable Contracts governing the issuance of such securities; (y) are not subject todirectly or indirectly, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (z) are free and clear of any Liens (other than the restrictions under applicable Securities Laws, transfer restrictions existing under the terms of the Governing Documents of such Subsidiary, and Permitted Liens)) and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such ownership interests) and have not been issued in violation of preemptive or similar rights. (b) There Except as set forth on Section 5.07(b) of the Company Disclosure Letter, there are no outstanding (i) securities of the Company or authorized subscriptionsany of its Subsidiaries convertible into or exchangeable for ownership interests in any Subsidiary of the Company, (ii) obligations, options, compensatory equity awards, warrants, rights warrants or other securities rights (including debt securities) exercisable preemptive rights), commitments or arrangements to acquire from the Company or any of its Subsidiaries, or other obligations or commitments of the Company or any of its Subsidiaries to issue, sell or otherwise transfer, any ownership interests in, or any securities convertible into or exchangeable for any capital stock of such Subsidiariesownership interests in, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any ownership interests in, any Subsidiary of the Company (the items in clauses (i)-(iii), in addition to issueall ownership interests of the Company’s Subsidiaries, purchasebeing referred to collectively as the “Company Subsidiary Securities”). There are no (x) voting trusts, register for saleproxies, equityholders agreements or other similar agreements or understandings to which any Subsidiary of the Company is a party or by which any Subsidiary of the Company is bound with respect to the voting or transfer of any Company Subsidiary Securities , or (y) obligations or commitments of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities or make payments in respect of such Company Subsidiary Securities, including based on the value thereof, or to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. Except for the Company Subsidiary Securities, neither the Company nor any of its capital stockSubsidiaries owns any equity, ownership, profit, voting or similar interest in or any interest convertible, exchangeable or exercisable for, any equity, profit, voting or similar interest in, any Person.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of share capital stock or equity interests other Equity Securities of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issuedissued and allotted, are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold sold, issued and issued allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities; (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ziv) are free and clear of any Liens (other than Permitted Liens). (b) There Except as set forth in Section 5.7(b) of the Company Disclosure Letter, the Company owns on record and beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) Except as set forth in Section 5.7(c) of the Company Disclosure Letter, there are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock Equity Securities of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests Equity Securities of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securities. (d) There are no written agreements, proxies or trusts to which any Subsidiary of the Company is a party with respect to the voting or transfer of the securities in the capital stockof that Subsidiary.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries are set forth on Section 4.8(a) of the Company Disclosure Letter and (wi) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1A) the Governing Documents of each such Subsidiary, and (2B) any other applicable Contracts governing the issuance of such securities; (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ziv) are free and clear of any Liens (other than Permitted Liens). (b) There The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) Except as set forth on Section 4.8(c) of the Company Disclosure Letter, there are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock.

Capitalization of Subsidiaries. (a) Section 4.7 All of the issued and outstanding Equity Securities of each Subsidiary of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement are set forth on Schedule 4.07(a). All of (i) the number issued and class or series (as applicable) of all equity securities outstanding Equity Securities of each Subsidiary of the Company issued and outstanding and (ii) the identity are owned of the Persons that are the record and beneficial owners thereofbeneficially, directly or indirectly, by the Company. The outstanding shares of capital stock or equity interests Except as set forth on Schedule 4.07(a), the Equity Securities of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issued, and are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold and issued in compliance in all material respects with applicable Law, including federal and state securities Securities Laws, and all requirements set forth in (1) the Governing Organizational Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securitiesEquity Securities; (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Organizational Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ziv) are free and clear of any Liens (other than Permitted Liensrestrictions arising under applicable Law, the Company’s Organizational Documents and the Transaction Agreements), and, subject to the Laws of the applicable jurisdiction of incorporation or organization with respect to each Subsidiary of the Company, free of any restriction which prevents the payment of dividends to the Company or any of its Subsidiaries. (b) There are no outstanding Equity Securities or authorized subscriptions, options, compensatory restricted stock, restricted stock units, equity awardsappreciation, phantom stock, profit participation, equity or equity-based rights or similar rights with respect to the Equity Securities of, or other equity or voting interest in, any Subsidiary of the Company. Except as set forth on Schedule 4.07(b), no Person is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Subsidiary of the Company. There are no warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiariespurchase rights, any other commitments, callssubscription rights, conversion rights, exchange rights, calls, puts, rights of exchange first refusal or privilege (whether pre-emptive, contractual or by matter of Law), plans first offer or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate Contract that could require any Subsidiary of the Company to issue, purchase, register for sale, redeem sell or otherwise acquire cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of any Subsidiary of the Company. There are no outstanding bonds, debentures, notes or other indebtedness of any Subsidiary of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the equityholders of the Company’s Subsidiaries may vote. (c) As of the date of this Agreement, neither the Company nor any of its capital stockSubsidiaries owns any Equity Securities in any Person.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of share capital stock or equity interests other Equity Securities of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issuedissued and allotted, and are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold sold, acquired, issued and issued allotted in compliance with applicable Law, including federal and state securities Laws, corporate Laws, and foreign exchange Laws, and all requirements set forth in (1A) the Governing Organizational Documents of each such Subsidiary, and (2B) any other applicable Contracts governing the issuance or allotment of such securitiessecurities to which such Subsidiary is a party or otherwise bound; and (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Organizational Documents of each such Subsidiary or any Contract other Contract, in any such case to which each such Subsidiary is a party or otherwise bound; . (b) Except as set forth in Section 3.4(b) of the Company Disclosure Schedules or as contemplated by this Agreement or the other Transaction Documents, the Company has exclusive and (z) are full legal ownership, directly or indirectly through its Subsidiaries, of record and beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Liens (Encumbrances other than Permitted Liens)Encumbrances. (bc) There are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) of any Subsidiary of the Company exercisable or exchangeable for any capital stock Equity Securities of such SubsidiariesSubsidiary, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or the issuance or sale by such Subsidiary of other equity interestsEquity Securities of such Subsidiary, or for the repurchase or redemption by such Subsidiary of shares or other equity interests Equity Securities of such Subsidiaries or Subsidiary the value of which is determined by reference to shares or other equity interests Equity Securities of the Subsidiariessuch Subsidiary, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stockEquity Securities.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Grosvenor Companies’ Subsidiaries (wi) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securities; (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ziv) are free and clear of any Liens (other than Permitted Liens). (b) There Except as set forth on Section 3.7(b) of the Grosvenor Companies Disclosure Letter, following the completion of the Pre-Closing Restructuring, the Grosvenor Companies will collectively own of record and beneficially all the issued and outstanding shares of capital stock or equity interests of the Grosvenor Companies’ Subsidiaries (prior to the Pre-Closing Restructuring, notwithstanding Section 1.2(e)) free and clear of any Liens other than restrictions arising under applicable securities Laws and the Governing Documents of such Subsidiaries (as applicable). (c) Except as set forth on Section 3.7(c) of the Grosvenor Companies Disclosure Letter, there are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiariesany Subsidiaries of the Grosvenor Companies, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the such Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the any Grosvenor Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) As of the date hereof and as of immediately prior to the Effective Time, the authorized capital stock of GCM PubCo is 100 shares of common stock, par value $0.0001 per share, all of which shares are issued and outstanding. GCM Pubco was formed solely for the purpose of effecting the Transactions and has not engaged in any business activities or conducted any operations other than in connection with the Transactions and has no, and at all times prior to the Closing except as expressly contemplated by this Agreement, the Ancillary Agreements and the other documents and Transactions, will have no, material assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each member of the Company’s Subsidiaries Target Company Group (wother than the Target Companies), each of which is set forth on Section 4.7(a) of the Target Company Disclosure Letter as of the date of this Agreement and following the Reorganization, (i) have been duly authorized and validly issued, issued and are, to the extent applicable, fully paid and non-assessable; nonassessable, (xii) have been offered, sold and issued in compliance with applicable Law, including federal and state applicable securities Laws, and all requirements set forth in (1A) the Governing Documents of each such Subsidiary, member of the Target Company Group as then in effect and (2B) any other applicable Contracts governing the issuance of such securities; securities to which such member of the Target Company Group is a party or otherwise bound, (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary member of the Target Company Group as then in effect or any Contract to which each such Subsidiary member of the Target Company Group is a party or otherwise bound; bound and (ziv) are free and clear of any Liens (Liens, other than Permitted Liens)., Liens pursuant to Permitted Indebtedness or restrictions on transfer arising under applicable securities Laws, or as set out in the Governing Documents of each member of the Target Company Group. ​ ​ ​ (b) There are no Following the Reorganization, except as set forth on Section 4.7(b) of the Target Company Disclosure Letter, the Target Companies will own of record and beneficially all of the issued and outstanding shares of capital stock or authorized subscriptionsequity interests of each member of the Target Company Group (other than the Target Companies) free and clear of any Liens, optionsother than Permitted Liens or restrictions on transfer arising under applicable securities Laws or as set out in the Governing Documents of such member of the Target Company Group. As of the date hereof, compensatory the members of the Target Company Group do not, and following the Reorganization will not, own any equity awards, warrants, rights interest (or any other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, equity interest) in any other commitmentsPerson, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests than an interest in another member of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Target Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stockGroup.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or other equity interests of each of the CompanyBCG’s Subsidiaries (w) have been duly authorized and validly issued, are, to the extent applicable, issued and are fully paid and non-assessable; (x) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements nonassessable. Except as set forth on Schedule 5.07(a) of the BCG Schedules, as of June 30, 2022, all of the outstanding ownership interests in (1) the Governing Documents each Subsidiary of each such SubsidiaryBCG are owned by BCG, and (2) any other applicable Contracts governing the issuance of such securities; (y) are not subject todirectly or indirectly, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (z) are free and clear of any Liens (other than the restrictions under applicable Securities Laws, transfer restrictions existing under the terms of the Governing Documents of such Subsidiary, and Permitted Liens)) and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such ownership interests) and have not been issued in violation of preemptive or similar rights. (b) There Except as set forth on Schedule 5.07(b) of the BCG Schedules or contemplated in this Agreement, there are no outstanding (i) securities of BCG or authorized subscriptionsany of its Subsidiaries convertible into or exchangeable for ownership interests in any Subsidiary of BCG, (ii) obligations, options, compensatory equity awards, warrants, rights warrants or other rights, commitments or arrangements to acquire from BCG or any of its Subsidiaries, or other obligations or commitments of BCG or any of its Subsidiaries to issue, sell or otherwise transfer, any ownership interests in, or any securities (including debt securities) exercisable convertible into or exchangeable for any ownership interests in, any Subsidiary of BCG or (iii) restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any ownership interests in, any Subsidiary of BCG (the items in clauses (i)-(iii), in addition to all ownership interests of BCG’s Subsidiaries, being referred to collectively as the “BCG Subsidiary Securities”). (c) Except as set forth on Schedule 5.07(c) of the BCG Schedules or contemplated in this Agreement, there are no (i) voting trusts, proxies, equityholders agreements or other similar agreements or understandings to which any Subsidiary of BCG is a party or by which any Subsidiary of BCG is bound with respect to the voting or transfer of any shares of capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interestsSubsidiary, or for the repurchase (ii) obligations or redemption commitments of shares BCG or other equity interests any of such its Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for salerepurchase, redeem or otherwise acquire any of its BCG Subsidiary Securities or make payments in respect of such shares, including based on the value thereof, or to make any investment (in the form of a loan, capital stockcontribution or otherwise) in any other Person. (d) No shares of capital stock are held in treasury by any Subsidiary of BCG.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securities; (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ziv) are free and clear of any Liens (other than Permitted Liens)Liens arising under applicable securities Laws or the Governing Documents of such Subsidiary. (b) There The Company owns, directly or indirectly, of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens or Liens arising under applicable securities Laws or the Governing Documents of such Subsidiary. (c) Except as otherwise set forth in this Section 4.7 or permitted in accordance with Section 6.1 of this Agreement, there are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or other interests of the Subsidiaries the value of which is determined by reference to shares or other equity interests of the such Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock.

Capitalization of Subsidiaries. (a) Section 4.7 (i) Company Options to purchase 8,477,280 shares of common stock of VO Holdings and (ii) Company SARs relating to 290,689 shares of common stock of VO Holdings are outstanding. The Company has provided to Acquiror, prior to the Company Disclosure Letter sets forth date of this Agreement, a true and complete statement list of each individual (identified by Carta identification numbers) who, as of the date of this Agreement Agreement, holds a Company Award, including the type of (i) Company Award, the number of shares of common stock of VO Holdings subject thereto, vesting schedule and, if applicable, the exercise price and class expiration date thereof. All Company Awards are evidenced by award agreements in substantially the forms previously made available to Acquiror, and no Company Award is subject to terms that are materially different from those set forth in such forms. Each Company Award was validly issued and properly approved by the Board of Directors of VO Holdings (or series (appropriate committee thereof). No Company Award was granted with an exercise price per share that was less than the fair market value of a share of a common stock of VO Holdings on the grant date as applicable) of all equity securities of each Subsidiary determined in accordance with Section 409A of the Company issued and outstanding and Code. (iib) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries Subsidiaries, and the record and beneficial ownership thereof, is set forth on Section 4.7(b) of the Company Disclosure Letter and (wi) have been duly authorized and validly issued, areand, to the extent applicable, are fully paid and non-assessable; (xii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such the issuing Subsidiary, and (2) any other applicable Contracts governing the issuance of such securities; (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ziv) are free and clear of any Liens (other than Permitted Liens). (bc) There Except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1A) the Governing Documents of each such Subsidiary, and (2B) any other applicable Contracts governing the issuance of such securities; (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ziv) are free and clear of any Liens (other than Permitted Liens). (b) There The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) Except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issued, and are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, Law and all requirements set forth in (1A) the Governing Documents of each such Subsidiary, and (2B) any other applicable Contracts governing the issuance of such securities; (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ziv) are free and clear of any Liens (other than Permitted Liens)Liens or Liens imposed by the Governing Documents of such Subsidiary. (b) There The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) Except as set forth on ‎Section 5.7(c) of the Company Disclosure Letter, there are no outstanding or authorized subscriptions, options, compensatory equity awardsphantom units, incentive units, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the SubsidiariesSubsidiaries (collectively, “Subsidiary Awards”, together with Company Awards, the “Rubicon Awards”), and there are no voting trusts, registration rights, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except as set forth in this ‎Section 5.7(d) of the Company Disclosure Letter, no Subsidiary Award as a result of the consummation of the transactions contemplated herein, accelerates or otherwise becomes triggered (whether as to vesting, exercisability, convertibility or otherwise).

Capitalization of Subsidiaries. (a) Section Schedule 4.7 lists every Subsidiary of the Company Disclosure Letter sets forth a true including the authorized and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all issued equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereofsuch Subsidiary. The outstanding shares of capital stock of (or other equity interests of in) each of the Company’s Subsidiaries (w) have been duly authorized and validly issued, are, to the extent issued and (if applicable, ) are fully paid and non-assessable; (x) nonassessable and have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securities; (y) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Lawpreemptive or similar rights of any Person. Except as set forth on Schedule 4.7, (a) the Governing Documents Company or one or more of each its wholly owned Subsidiaries own of record and beneficially all the issued and outstanding shares of capital stock of (or other equity interests in) such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (z) are Subsidiaries free and clear of any Liens (other than (i) as may be set forth in the Organizational Documents of such Subsidiary, (ii) for any restrictions on sales of securities under applicable securities Laws and (iii) Liens described in subclauses (iv) and (vi) of the definition of Permitted Liens). Liens and (b) There neither the Company nor any of its Subsidiaries owns, directly or indirectly, any capital stock or other equity, ownership, proprietary or voting interest in any Person other than the Subsidiaries of the Company set forth on Schedule 4.7. Except as set forth on Schedule 4.7, (i) there are no outstanding or authorized subscriptions, options, compensatory equity awardswarrants, warrantscalls, rights or other securities (including debt securities) convertible into or exercisable or exchangeable for any shares of capital stock of (or other equity or voting interests in) such Subsidiaries, any other commitments, calls, conversion commitments or agreements (including preemptive rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character ) providing for the issuance of additional sharesshares (or other equity interests), the sale of treasury shares or other equity interestsshares, or for the repurchase or redemption of such Subsidiaries’ shares of capital stock (or other equity interests) or any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire, any equity or voting interests of in such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and (ii) there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its shares of capital stock (or other equity interests), (iii) there are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the equity or voting interests in, such Subsidiaries, (iv) no such Subsidiary has any Voting Debt issued or outstanding and (v) there are no irrevocable proxies and no voting agreements with respect to any equity or voting interests in, any such Subsidiaries.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of share capital stock or equity interests other Equity Securities of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issuedissued and allotted, and are, to the extent applicableapplicable and where required by applicable Law, fully paid and non-assessable; (xii) have been offered, sold sold, issued and issued allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Organizational Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securitiessecurities to which such Subsidiary is a party or otherwise bound; and (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Organizational Documents of each such Subsidiary or any Contract other Contract, in any such case to which each such Subsidiary is a party or otherwise bound; . (b) Except as contemplated by this Agreement or the other Transaction Documents, the Company owns, directly or indirectly through its Subsidiaries, of record and (z) are beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Liens (Encumbrances other than Permitted Liens)Encumbrances. (bc) There Except as contemplated by this Agreement or the other Transaction Documents, there are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any capital stock Equity Securities of such SubsidiariesSubsidiary, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or the issuance or sale by such Subsidiary of other equity interestsEquity Securities of such Subsidiary, or for the repurchase or redemption by such Subsidiary of shares or other equity interests Equity Securities of such Subsidiaries or Subsidiary the value of which is determined by reference to shares or other equity interests Equity Securities of the Subsidiariessuch Subsidiary, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stockEquity Securities.

Capitalization of Subsidiaries. (a) Section 4.7 The share capital of each Subsidiary of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicableare set forth on Section 4.07(a) of all equity securities the Company Disclosure Schedules. All of the issued and outstanding Equity Securities of each Subsidiary of the Company issued and outstanding and (ii) the identity are owned of the Persons that are the record and beneficial owners thereofbeneficially, directly or indirectly, by the Company. The outstanding shares of capital stock or equity interests Equity Securities of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issued, and are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold and issued in compliance in all material respects with applicable Law, including federal and state securities Securities Laws, and all requirements set forth in (1A) the Governing Organizational Documents of each such Subsidiary, and (2B) any other applicable Contracts governing the issuance of such securitiesEquity Securities; (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Organizational Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ziv) are free and clear of any Liens (other than Permitted Liensrestrictions arising under applicable Laws, the Company’s Organizational Documents and the Transaction Agreements), and, subject to the Laws of the applicable jurisdiction of incorporation or organization with respect to each Subsidiary of the Company, free of any restriction which prevents the payment of dividends to the Company or any of its Subsidiaries. (b) There are no outstanding or authorized subscriptions, options, compensatory restricted stock, restricted stock units, equity awardsappreciation, phantom stock, profit participation, equity or equity-based rights or similar rights with respect to the Equity Securities of, or other equity or voting interest in, any Subsidiary of the Company. No Person is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Subsidiary of the Company. There are no warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiariespurchase rights, any other commitments, callssubscription rights, conversion rights, exchange rights, calls, puts, rights of exchange first refusal or privilege (whether pre-emptive, contractual or by matter of Law), plans first offer or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate Contract that could require any Subsidiary of the Company to issue, purchase, register for sale, redeem sell or otherwise acquire cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of any Subsidiary of the Company. There are no outstanding bonds, debentures, notes or other indebtedness of any Subsidiary of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the equityholders of the Company’s Subsidiaries may vote. (c) Except as set forth on Section 4.07(c) of the Company Disclosure Schedules, as of the date of this Agreement, neither the Company nor any of its capital stockSubsidiaries owns any Equity Securities in any Person.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of share capital stock or equity interests other Equity Securities of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issuedissued and allotted, and are, to the extent applicableapplicable and where required by applicable Laws, fully paid and non-assessable; (xii) have been offered, sold sold, issued and issued allotted in compliance with applicable LawLaws, including federal and state securities Laws, and all requirements set forth in (1x) the Governing Organizational Documents of each such Subsidiary, and (2y) any other applicable Contracts governing the issuance or allotment of such securitiessecurities to which such Subsidiary is a party or otherwise bound; and (yiii) except as set forth on Section 3.4(a) of the Company Disclosure Letter, are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Organizational Documents of each such Subsidiary or any Contract other Contract, in any such case to which each such Subsidiary is a party or otherwise bound; . (b) Except as set forth on Section 3.2 of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the Company owns, directly or indirectly through its Subsidiaries, of record and (z) are beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Liens (Encumbrances other than Permitted Liens)Encumbrances. (bc) There Except as set forth on Section 3.4(c) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, there are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any capital stock Equity Securities of such SubsidiariesSubsidiary, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or the issuance or sale by such Subsidiary of other equity interestsEquity Securities of such Subsidiary, or for the repurchase or redemption by such Subsidiary of shares or other equity interests Equity Securities of such Subsidiaries or Subsidiary the value of which is determined by reference to shares or other equity interests Equity Securities of the Subsidiariessuch Subsidiary, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stockEquity Securities.

Capitalization of Subsidiaries. (a) Section 4.7 All of the Company Disclosure Letter sets forth a true issued and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities outstanding Equity Securities of each Subsidiary of the Company issued and outstanding and (ii) are beneficially, directly or indirectly, by the identity of the Persons that are the record and beneficial owners thereofCompany. The outstanding shares of capital stock or equity interests Equity Securities of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issued, and are, to the extent applicable, fully paid and non-assessableassessable in accordance with their Organizational Documents; (xii) have been offered, sold and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Organizational Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securitiesEquity Securities; (yiii) except as provided under the Control Documents or disclosed in the Company Disclosure Schedule 4.07(a), are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Organizational Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ziv) to the Knowledge of the Company, are free and clear of any Liens (other than Permitted Liensrestrictions arising under applicable Laws, the Company’s Organizational Documents, the Transaction Agreements and except as provided under the Control Documents or disclosed in the Company Disclosure Schedule 4.07(a)), and, subject to the Laws of the applicable jurisdiction of incorporation or organization with respect to each Subsidiary of the Company, free of any restriction which prevents the payment of dividends to the Company or any of its Subsidiaries. (b) There Except as contemplated by the Organizational Documents of the relevant Subsidiary of the Company and the Control Documents, or as disclosed in the Company Disclosure Schedule 4.07(b), there are no outstanding or authorized subscriptions, options, compensatory restricted stock, restricted stock units, equity awardsappreciation, warrantsphantom stock, profit participation, equity or equity-based rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiariessimilar rights with respect to the Equity Securities of, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interestsor voting interest in, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests any Subsidiary of the SubsidiariesCompany. Except as provided under the Control Documents or disclosed in the Company Disclosure Schedule 4.07(b), no Person is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Subsidiary of the Company, and there are no voting trustswarrants, proxies purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or agreements of any kind which may obligate first offer or other Contract that could require any Subsidiary of the Company to issue, purchase, register for sale, redeem sell or otherwise acquire cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of any Subsidiary of the Company. There are no outstanding bonds, debentures, notes or other indebtedness of any Subsidiary of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the equity holders of the Company’s Subsidiaries may vote. (c) Company Disclosure Schedule 4.07(c)(i) contains a structure chart that depicts or otherwise lists each Subsidiary of the Company, together with (i) the jurisdiction of organization or formation of each such Subsidiary, and (ii) the percentage of the outstanding issued share capital or registered capital, as the case may be, of each such Subsidiary. Except as disclosed in the Company Disclosure Schedule 4.07(c) (ii), as of the date of this Agreement, neither the Company nor any of its capital stockSubsidiaries owns any Equity Securities in any Person other than the Group Companies, or has any right, option, warrant, conversion right, stock appreciation right, redemption right, repurchase right, agreement, arrangement or commitment of any character under which a Person is or may become obligated to issue or sell, or give any right to subscribe for or acquire, or in any way dispose of, any Equity Securities of such Person. (d) Pursuant to the Control Documents, (i) the WFOE has exclusive control over the VIE Entity and its Subsidiaries and is entitled to all of the economic benefits and residual returns from the operations of the VIE Entity and its Subsidiaries; and (ii) the VIE Entity is a “variable interest entity” of the Company and its financial results are consolidated into consolidated financial statements of the Company as if it were a wholly owned Subsidiary of the Company, under GAAP.

Capitalization of Subsidiaries. (a) Section 4.7 of Except as set forth on Schedule ‎4.7, the Company Disclosure Letter sets forth a true or one or more of its wholly owned Subsidiaries own of record and complete statement as of beneficially all the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock of (or other equity interests of each of the Company’s in) such Subsidiaries (w) have been duly authorized and validly issuedsuch shares, are, to the extent applicable, fully paid and non-assessable; (x) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements “Subsidiary Shares”). Except as set forth in on Schedule ‎4.7, there are (1i) the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securities; (y) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (z) are free and clear of any Liens (other than Permitted Liens). (b) There are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights rights, equity or equity-based awards or other securities (including debt securities) convertible into or exercisable or exchangeable for any shares of capital stock of (or other equity interests in) such SubsidiariesSubsidiaries including bonds, indentures, notes, or other indebtedness providing for the right to vote (or convertible into securities that have the right to vote), (ii) any other commitments, calls, conversion rights, rights of exchange commitments or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional sharesshares (or other equity interests), the sale of treasury shares or other equity interestsshares, or for the repurchase or redemption of such Subsidiaries’ shares of capital stock (or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiariesinterests), and there are no voting trusts, proxies or (iii) any agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its shares of capital stockstock (or other equity interests), and (iv) stock appreciation, phantom stock or similar rights with respect to any Subsidiary. (b) The outstanding shares of capital stock of (or other equity interests in) each of the Company’s Subsidiaries have been duly authorized and validly issued and (if applicable) are fully paid and nonassessable and have not been issued in violation of any right of first refusal, preemptive right or any similar rights or applicable Law. Except as set forth on Schedule ‎4.7, the Company or one or more of its wholly owned Subsidiaries own the Subsidiary Shares, free and clear of any Liens other than (i) as may be set forth in the certificate of formation, limited liability company agreement, limited partnership agreement, certificate of incorporation or bylaws, or similar organizational documents of such Subsidiary, (ii) for any restrictions on sales of securities under applicable securities Laws and (iii) Permitted Liens. Except as set forth on Schedule ‎4.7, there are no declared but unpaid dividends or other distributions with regard to any issued and outstanding equity interests of any Subsidiary of the Company. (c) Except for the equity interests of the Subsidiaries set forth on Schedule 4.2, neither the Company nor any of its Subsidiaries owns any equity interest in any other Person.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true The issued and complete statement as of the date of this Agreement of (i) the number and class outstanding share capital or series (as applicable) of all equity securities other Equity Securities of each Subsidiary of the Company issued and outstanding and MultiplAI (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issuedissued and allotted, are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold offered and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securitiessecurities by such Subsidiary; (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each any such Subsidiary is a party or otherwise bound; and (ziv) are were issued free and clear of any Liens. (b) MultiplAI owns of record and beneficially all the issued and outstanding Equity Securities of its Subsidiaries, free and clear of any Liens (other than Permitted Liens). (bc) There are no outstanding or authorized subscriptions, options, compensatory equity awardsrestricted shares, restricted share units, share appreciation rights, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock Equity Securities of such MultiplAI’s Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptivepreemptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interestsEquity Securities, or for the repurchase or redemption of shares or other equity interests Equity Securities of such Subsidiaries or the value of which is determined by reference to shares or other equity interests Equity Securities of the such Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securities or to provide funds to or make any investment (in the form of a loan, capital stockcontribution or otherwise) in any person.

Capitalization of Subsidiaries. (a) Section 4.7 5.07(a) of the Company Doge Disclosure Letter sets forth a true and complete statement forth, as of the date hereof, the capitalization of this Agreement each of (i) Doge’s Subsidiaries. As of the number and class or series (as applicable) date hereof, all of all equity securities of the outstanding ownership interests in each Subsidiary of the Company issued and outstanding and (iiDoge are owned by Doge, directly or indirectly, except as reflected on Section 5.07(a) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (w) have been duly authorized and validly issuedDoge Disclosure Letter, are, to the extent applicable, fully paid and non-assessable; (x) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securities; (y) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (z) are free and clear of any Liens other than liens authorized pursuant to that certain senior secured loan by and between USDE and the lender thereof to be cancelled at Closing, as amended and assumed by acquisition, (other than the restrictions under applicable Securities Laws, transfer restrictions existing under the terms of the Governing Documents of such Subsidiary, and Permitted Liens)) and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such ownership interests) and have not been issued in violation of preemptive or similar rights. (b) There Except as reflected on Section 5.07(b) of the Doge Disclosure Letter, there are no outstanding (i) securities of Doge or authorized subscriptionsany of its Subsidiaries convertible into or exchangeable for ownership interests in any Subsidiary of Doge, as applicable, (ii) obligations, options, compensatory equity awards, warrants, rights warrants or other securities rights (including debt securities) exercisable preemptive rights), commitments or arrangements to acquire from Doge or any of its Subsidiaries, or other obligations or commitments of Doge or any of its Subsidiaries to issue, sell or otherwise transfer, any ownership interests in, or any securities convertible into or exchangeable for any ownership interests in, any Subsidiary of Doge or (iii) restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any ownership interests in, any Subsidiary of Doge (the items in clauses (i) ̶ (iii), in addition to all ownership interests of Doge’s Subsidiaries, being referred to collectively as the “Doge Subsidiary Securities”). There are no (x) voting trusts, proxies, equityholders agreements or other similar agreements or understandings to which any Subsidiary of Doge is a party or by which any Subsidiary of Doge is bound with respect to the voting or transfer of any shares of capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interestsSubsidiary, or for the repurchase (y) obligations or redemption commitments of shares Doge or other equity interests any of such its Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for salerepurchase, redeem or otherwise acquire any of Doge Subsidiary Securities or make payments in respect of such shares, including based on the value thereof, or to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. Except for Doge Subsidiary Securities, neither Doge, nor any of its capital stockSubsidiaries, owns any equity, ownership, profit, voting or similar interest in or any interest convertible, exchangeable or exercisable for, any equity, profit, voting or similar interest in, any Person.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of share capital stock or equity interests other Equity Securities of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issuedissued and allotted, and are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold sold, issued and issued allotted in compliance with applicable Law, including federal and state securities Laws, Laws and all requirements set forth in (1A) the Governing Organizational Documents of each such SubsidiaryGroup Company, and (2B) any other applicable Contracts governing the issuance or allotment of such securitiessecurities to which such Group Company is a party or otherwise bound; and (yiii) are not subject to, nor have they been issued in violation of, any Encumbrance, purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable LawLaws, the Governing Organizational Documents of each such Subsidiary Group Company or any other Contract to which each such Subsidiary Group Company is a party or otherwise bound; . (b) Except as set forth on Section 3.4(b) of the Company Disclosure Letter, the Company owns, directly or indirectly through its Subsidiaries, of record and (z) are beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Liens (Encumbrances other than Permitted Liens)Encumbrances. (bc) There are no No Group Company is party to any contracts or commitments by which the Group Company is or may be bound to issue, nor does any Group Company have any outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) of any Group Company convertible, exercisable or exchangeable for or measured by reference to any capital stock Equity Securities of such SubsidiariesGroup Company, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Group Company of additional shares, the sale of treasury shares or the issuance or sale by such Group Company of other equity interestsEquity Securities of such Group Company, or for the repurchase or redemption by such Group Company of shares or other equity interests Equity Securities of such Subsidiaries or Group Company the value of which is determined by reference to shares or other Equity Securities of such Group Company, including any equity interests of the Subsidiariesappreciation rights, participations, phantom equity or similar rights, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the such Group Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stockEquity Securities.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries Subsidiaries, the record and beneficial ownership with respect thereto is set forth on Section 4.7(a) of the Company Disclosure Letter, (wi) have been duly authorized and validly issued, areand, to the extent applicable, are fully paid and non-assessable; (xii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such the issuing Subsidiary, and (2) any other applicable Contracts governing the issuance of such securities; (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ziv) are free and clear of any Liens (other than Permitted Liens). (b) There Except as set forth on Section 4.7(b) of the Company Disclosure Letter, there are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (c) Since formation, Clinactiv and its Subsidiaries have not engaged in and are not currently engaging in, any business activities, have not had and do not currently have any assets or liabilities and have not generated and are not currently generating any revenue.

Capitalization of Subsidiaries. (a) Section 4.7 Schedule 2.7 sets forth the capitalization of each of the Subsidiaries of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of listed on Schedule 2.2, including (i) for each such Subsidiary that is a corporation, the number of shares of authorized capital stock, the par value of such stock, and class or series (as applicable) the number of all equity securities of each Subsidiary of the Company shares which are issued and outstanding for each such Subsidiary and held by the Company or its Subsidiaries and each other record, and to the knowledge of the Company, beneficial holder thereof and (ii) for each such Subsidiary that is a limited partnership, limited liability company or other non-corporate entity, a description of each class of equity interests that is authorized, and the identity number or percentage of such class of equity interests that are held by the Company or its Subsidiaries and each other record, and to the knowledge of the Persons that are the record and Company, beneficial owners holder thereof. The outstanding shares of capital stock or other equity interests securities of each Subsidiary of the Company’s Subsidiaries Company (wi) have been duly authorized and validly issued, are, to the extent applicable, issued and are fully paid and non-assessable; nonassessable and (xii) have been offered, sold and were issued in compliance with any preemptive right of stockholders and all applicable LawLaws, including federal and applicable state securities Laws, and all requirements laws. Except as set forth in (1) the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securities; (y) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Lawon Schedule 2.7, the Governing Documents Company or one or more of each such Subsidiary its Subsidiaries owns of record and beneficially all the issued and outstanding shares of capital stock or any Contract to which each such Subsidiary is a party or otherwise bound; and (z) are other equity securities of all of its Subsidiaries free and clear of any Liens (other than Permitted Liens). (b) There . Except as set forth on Schedule 2.7, there are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other equity securities (including debt securities) exercisable or exchangeable for any capital stock or other equity securities of such Subsidiariesany Subsidiary of the Company, any other commitments, calls, conversion rights, rights of exchange commitments or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional sharesshares or other equity securities, the sale of treasury shares or other equity interestsshares, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value any capital stock of which is determined by reference to shares or other equity interests any Subsidiary of the SubsidiariesCompany, and there are no voting trusts, proxies or any agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stockstock or other equity securities.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock stock, or equity interests other ownership interests, as applicable, of each of the Company’s Subsidiaries (w) have been duly authorized and validly issued, are, to the extent applicable, issued and are fully paid and non-assessable; (x) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements nonassessable. Except as set forth in (1) Schedule 3.7, the Governing Documents Company or one or more of each such Subsidiaryits wholly-owned Subsidiaries own of record and beneficially all the issued and outstanding shares of capital stock, and (2) any or other applicable Contracts governing the issuance ownership interests, as applicable, of such securities; (y) Subsidiaries free and clear of any Liens other than Permitted Liens and all such outstanding shares of capital stock, or other ownership interests, as applicable, of such Subsidiaries are not subject to, nor have they been to or issued in violation of, of any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any the local or state law applicable Lawto such shares, the Governing Documents such Subsidiary’s certificate of each such Subsidiary incorporation, bylaws or other organizational document, or any Contract to which each such Subsidiary the Company or any of its Subsidiaries is a party or it or any of its properties or assets is otherwise bound; and (z) are free and clear of any Liens (other than Permitted Liens). (b) . There are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock stock, or other ownership interests, as applicable, of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange commitments or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interestsshares, or for the repurchase or redemption of shares of such Subsidiaries’ capital stock, or other equity interests of such Subsidiaries ownership interests, as applicable, or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or any agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock, or other ownership interests, as applicable. Except for its interests in its Subsidiaries and except for the ownership interests set forth in Schedule 3.7, the Company does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity or equity-linked interest, or hold any Voting Company Debt, or other ownership interests in any Person (other than such shares or interests having a value that is not material).

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or other equity interests of each of the Company’s Subsidiaries (w) have been duly authorized and validly issued, are, to the extent applicable, issued and are fully paid and non-assessable; (x) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements nonassessable. Except as set forth on Section 5.07(a) of the Company Disclosure Letter, all of the outstanding ownership interests in (1) each Subsidiary of the Governing Documents of each such SubsidiaryCompany are owned by the Company, and (2) any other applicable Contracts governing the issuance of such securities; (y) are not subject todirectly or indirectly, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (z) are free and clear of any Liens (other than the restrictions under applicable Securities Laws, transfer restrictions existing under the terms of the Governing Documents of such Subsidiary, and Permitted Liens)) and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such ownership interests) and have not been issued in violation of preemptive or similar rights. (b) There Except as set forth on Section 5.07(b) of the Company Disclosure Letter, there are no outstanding (i) securities of the Company or authorized subscriptionsany of its Subsidiaries convertible into or exchangeable for ownership interests in any Subsidiary of the Company, (ii) obligations, options, compensatory equity awards, warrants, rights warrants or other securities rights (including debt securities) exercisable preemptive rights), commitments or arrangements to acquire from the Company or any of its Subsidiaries, or other obligations or commitments of the Company or any of its Subsidiaries to issue, sell or otherwise transfer, any ownership interests in, or any securities convertible into or exchangeable for any capital stock of such Subsidiariesownership interests in, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any ownership interests in, any Subsidiary of the Company (the items in clauses (a)-(c), in addition to issueall ownership interests of the Company’s Subsidiaries, purchasebeing referred to collectively as the “Company Subsidiary Securities”). There are no (x) voting trusts, register for saleproxies, equityholders agreements or other similar agreements or understandings to which any Subsidiary of the Company is a party or by which any Subsidiary of the Company is bound with respect to the voting or transfer of any shares of capital stock of such Subsidiary, or (y) obligations or commitments of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities or make payments in respect of such shares, including based on the value thereof, or to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. Except for the Company Subsidiary Securities, neither the Company nor any of its capital stockSubsidiaries owns any equity, ownership, profit, voting or similar interest in or any interest convertible, exchangeable or exercisable for, any equity, profit, voting or similar interest in, any Person.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company The issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of share capital stock or equity interests other Equity Securities of each of the Company’s Subsidiaries (wincluding, for the avoidance of doubt, those Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter) (i) have been duly authorized and validly issuedissued and allotted, are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold offered and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securitiessecurities by such Subsidiary; (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each any such Subsidiary is a party or otherwise bound; and (ziv) are were issued free and clear of any Liens. (b) The Company owns of record and beneficially all the issued and outstanding Equity Securities of its Subsidiaries (including, for the avoidance of doubt, those Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter) and, as of the Closing Date, upon completion of the MultiplAI Contribution, except if the MultiplAI Share Purchase Agreement has been terminated in accordance with its terms, its Subsidiaries and MultiplAI, free and clear of any Liens (other than Permitted Liens). (bc) There Except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are no outstanding or authorized subscriptions, options, compensatory equity awardsrestricted shares, restricted share units, share appreciation rights, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock Equity Securities of such the Company’s Subsidiaries (including, for the avoidance of doubt, those Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter) and, as of the Closing Date, upon completion of the Restructuring and the MultiplAI Contribution, except if the MultiplAI Share Purchase Agreement has been terminated in accordance with its terms, the Company’s Subsidiaries, MultiplAI and MultiplAI’s Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptivepreemptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interestsEquity Securities, or for the repurchase or redemption of shares or other equity interests Equity Securities of such Subsidiaries or the value of which is determined by reference to shares or other equity interests Equity Securities of the such Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securities or to provide funds to or make any investment (in the form of a loan, capital stockcontribution or otherwise) in any person.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests Equity Interests of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issued, issued and are, to the extent applicable, fully paid and non-assessable; , (xii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Securities Laws, and all requirements set forth in (1A) the Governing Documents of each such Subsidiary, and (2B) any other applicable Contracts governing the issuance of such securities; Equity Interests, (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; bound and (ziv) except as set forth on Section 5.7 of the Company Disclosure Letter, are free and clear of any Liens (other than Permitted Liens). (b) There are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for Equity Interests of any capital stock of such the Company’s Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional sharesEquity Interests, the sale of treasury shares or other equity interestsEquity Interests, or for the repurchase or redemption of shares or other equity interests Equity Interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests Equity Interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stockEquity Interests.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock (or other equity interests interests) of each of the Company’s Subsidiaries (w) have been duly authorized and validly issuedissued and, are, to the extent if applicable, are fully paid and non-assessable; assessable (x) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Lawswhere such concepts are applicable), and all requirements set forth in (1) the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securities; (y) are have not subject to, nor have they been issued in violation of, of any purchase option, call option, right of first refusal, pre-emptive subscription right, subscription right preemptive or any similar right under any provision right. The Company or one or more of any applicable Law, its wholly owned Subsidiaries own of record and beneficially all the Governing Documents issued and outstanding shares of capital stock (or other equity interests) of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (z) are of its Subsidiaries free and clear of any Liens (other than Permitted Liens). (a) as may be set forth in the certificate of formation, limited liability company agreement, limited partnership agreement, certificate of incorporation or bylaws, or similar organizational documents of such Subsidiary, (b) for any restrictions on sales of securities under applicable securities Laws and (c) Permitted Liens. There are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) convertible into or exercisable or exchangeable for for, or valued by reference to, any shares of capital stock (or other equity interests) of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange commitments or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional sharesshares (or other equity interests), the sale of treasury shares or other equity interestsshares, or for the repurchase or redemption of such Subsidiaries’ shares of capital stock (or other equity interests of such Subsidiaries interests), or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or any agreements of any kind which may obligate any Subsidiary of the Company to issue, deliver, purchase, sell, register for sale, redeem or otherwise acquire any of its shares of capital stockstock (or other equity interests). Except for the equity interests of the Subsidiaries set forth on Schedule 4.2, neither the Company nor any of its Subsidiaries owns any equity interest in any other Person.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (w) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (x) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securities; (y) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (z) are free and clear of any Liens (other than Permitted Liens). (b) There are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold and issued in compliance with applicable Law, including federal and state applicable securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securities; (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ziv) are free and clear of any Liens (other than Permitted Liens). (b) There Except as set forth on Section 4.7(b) of the Company Disclosure Letter, the Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) Except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issued, issued and are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securities; (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ziv) are free and clear of any Liens (other than Permitted Liens). (b) There The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) Except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests Equity Securities of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issued, (ii) are, to the extent applicable, fully paid and non-assessable; , (xiii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, the applicable Subsidiary and (2) any other applicable Contracts governing the issuance of such securities; securities to which the applicable Subsidiary is a party or otherwise bound, (yiv) are have not subject to, nor have they been issued in violation of, of any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such the applicable Subsidiary or any Contract to which each such the applicable Subsidiary is a party or otherwise bound; bound and (zv) subject to the Governing Documents of the applicable Subsidiary and the Contracts set forth in Section 5.7(a) of the Company Disclosure Letter, are free and clear of any Liens. (b) The Company or another direct or indirect wholly owned Subsidiary of the Company owns of record and beneficially all the issued and outstanding Equity Securities each of the Company’s Subsidiaries free and clear of any Liens (other than Permitted Liens). (bc) There Except as set forth in Section 5.7(c) of the Company Disclosure Letter, as of the date hereof, there are no outstanding or authorized (i) subscriptions, calls, options, compensatory equity awards, warrants, rights (including preemptive rights), puts or other securities (including debt securities) exercisable convertible into or exchangeable or exercisable for Equity Securities of any capital stock of such Subsidiaries, the Company’s Subsidiaries or any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of Contracts to which any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating any of the Company’s Subsidiaries to issueissue or sell any Equity Securities of such Subsidiary, purchase(ii) equity equivalents, register for salestock appreciation rights, phantom stock ownership interests or similar rights in any of the Company’s Subsidiaries, (iii) Contracts to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating any of the Company’s Subsidiaries to repurchase, redeem or otherwise acquire any Equity Securities of its capital stocksuch Subsidiary or (iv) bonds, debentures, notes or other indebtedness of any of the Company’s Subsidiaries having the right to vote (or convertible into, or exchangeable for, Equity Securities of such Subsidiary having the right to vote) on any matter on which the holders of Equity Securities of such Subsidiary may vote.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries Subsidiaries, the record and beneficial ownership with respect thereto, is set forth on Section 4.6(a) of the Member Disclosure Letter, (wi) have been duly authorized and validly issued, areand, to the extent applicable, are fully paid and non-assessable; (xii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such the issuing Subsidiary, and (2) any other applicable Contracts governing the issuance of such securities; (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ziv) are free and clear of any Liens (other than Permitted Liens). (b) There Except as set forth on Section 4.6(b) of the Member Disclosure Letter, there are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock or equity interests of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional sharesshares or other equity interest, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securities; (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ziv) are free and clear of any Liens (other than Permitted Liens). (b) There The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) Except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests Equity Securities of each of the Company’s Subsidiaries Material Subsidiary (wi) have been duly authorized and validly issued, issued and are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Material Subsidiary, and (2) any other applicable Contracts governing the issuance of such securities; (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Material Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ziv) are free and clear of any Liens (other than Permitted Liensrestrictions under applicable securities Laws). (b) There The Company owns of record and beneficially all the issued and outstanding shares of capital stock or Equity Securities of such Material Subsidiaries free and clear of any Liens other than Permitted Liens. (c) Except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Material Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interestsEquity Securities, or for the repurchase or redemption of shares or other equity interests Equity Securities of such Subsidiaries or the value of which is determined by reference to shares or other equity interests Equity Securities of the Material Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Material Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stockEquity Securities or vote its Equity Securities in any manner.

Capitalization of Subsidiaries. (a) The authorized capital stock of each Subsidiary of Harris, including Merger Sub, is disclosed in Section 4.7 5.1.2 of the Company ▇▇▇▇▇▇ Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of Schedule, including (i) the types of authorized sha▇▇▇, (ii) number and class or series (as applicable) of all equity securities of each Subsidiary of the Company shares issued and outstanding as of August 3, 2001, (iii) number of shares issued and held in the Treasury of any such Subsidiary, and (iiiv) the identity a listing of the Persons that holders of all outstanding shares together with the number of shares owned by each. There are no authorized or outstanding options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character (whether or not conditional) relating to the record and beneficial owners thereof. The outstanding issued or unissued capital stock of any Subsidiary of Harris obligating Harris or such Subsidiary to issue, transfer or s▇▇▇ ▇▇ cause to be ▇▇▇▇▇▇, transferred or sold any shares of capital stock or other equity interests interest in such Subsidiary or securities convertible into or exchangeable for such shares or equity interests, or obligating such Subsidiary or Harris to grant, extend or enter into any such option, warrant, c▇▇▇, subscription or other right, agreement, arrangement or commitment. There are no outstanding contractual obligations of any Subsidiary of Harris or Harris to repurchase, redeem or otherwise acquire any sha▇▇▇ ▇▇ oth▇▇ ▇▇▇ital stock of any Subsidiary of Harris, or to make any payments based on the market price or value o▇ ▇▇▇▇es or other capital stock of any Subsidiary of Harris, or to provide funds to make any investment (in the form of a ▇▇▇▇, capital contribution or otherwise) in any Subsidiary or any other entity other than loans to Subsidiaries in the ordinary and usual course of business consistent with past practice. All of the outstanding shares of each Subsidiary of the Company’s Subsidiaries (w) have been Harris are duly authorized and authorized, validly issued, are, to the extent applicable, fully paid and non-assessable; (x) asse▇▇▇▇▇▇. Since August 3, 2001, there have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) no issuances of shares of the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securities; (y) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (z) are free and clear of any Liens (other than Permitted Liens). (b) There are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights capital stock or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company Harris or of options, warrants and rights with respect to issue, purchase, register for sale, redeem or otherwise acquire shares ▇▇ ▇▇▇er securities of any Subsidiary of its capital stockHarris.

Capitalization of Subsidiaries. (a) Section 4.7 Schedule 4.8(a) sets forth a complete and accurate list of the authorized, issued and outstanding Capital Stock of (x) each of the Subsidiaries of the Company Disclosure Letter sets forth that is not wholly owned by the Company or a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding Company, and (iiy) the identity each of the Persons that are Subsidiaries of the record and beneficial owners thereof. Partnerships. (b) The outstanding shares of capital stock or equity interests Capital Stock of each of the Company’s Subsidiaries (w) of the Company and each of the Subsidiaries of the Partnerships have been duly authorized and validly issued, are, to the extent applicable, issued and are fully paid and non-assessable; (x) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements nonassessable. Except as set forth in on Schedule 4.8(b), (1i) the Governing Documents Company or one or more of each such Subsidiaryits wholly owned Subsidiaries own of record and beneficially all the issued and outstanding Capital Stock of the Subsidiaries, and (2ii) any other applicable Contracts governing the issuance Partnerships own of such securities; record and beneficially all the issued and outstanding Capital Stock of the Subsidiaries of the Partnerships, in each case in the case of clause (yi) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (z) are ii), free and clear of any Liens (other than Permitted Liens(A) as set forth in Schedule 4.8(b). , (bB) There for any restrictions on sales of securities under applicable securities Laws, or (C) as may be set forth in the certificate of formation, limited liability company agreement, limited partnership agreement, certificate of incorporation or bylaws, or similar governing documents of such Subsidiary. Except as set forth on Schedule 4.8(b), the Company and its Subsidiaries do not own any Capital Stock of any Person other than the Partnerships, the Partnerships do not own any Capital Stock of any Person other than the Subsidiaries of the Partnerships, there are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock Capital Stock of such Subsidiariesany of the Company’s Subsidiaries or any Subsidiaries of the Partnerships, any other commitments, calls, conversion rights, rights of exchange commitments or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any Subsidiary of additional sharesthe Company or any Partnership of any Capital Stock, the sale by any Subsidiary of the Company or any Subsidiary of any Partnership of treasury shares or other equity interestsshares, or for the repurchase or redemption of shares or other equity interests the Capital Stock of such Subsidiaries or the value of which is determined by reference to shares or other equity interests any Subsidiary of the SubsidiariesCompany or any Subsidiary of any Partnership, and there are no voting trusts, proxies or agreements any Contracts of any kind which may obligate any Subsidiary of the Company or any Subsidiary of any Partnership to issue, purchase, register for sale, redeem or otherwise acquire any of its Capital Stock, or, except as may be set forth in the certificate of formation, limited liability company agreement, limited partnership agreement, certificate of incorporation or bylaws, or similar governing documents of such Subsidiary, requiring the Company or any of its Subsidiaries, or the Partnerships or any Subsidiaries of the Partnerships to provide funds to, make any investment (in the form of a loan, capital stockcontribution or otherwise) in, any Subsidiary of the Company or any Subsidiary of the Partnerships. (c) Schedule 4.8(c) sets forth for each Partnership the percentage (expressed as a decimal rounded to the nearest hundredth) pecuniary interest of the equity interest of such Partnership owned by the Company or an Affiliate thereof as of the date of this Agreement. All of the equity interests in the Partnerships owned directly or indirectly by the Company are owned free and clear of any Liens other than (i) as may be set forth in the certificate of formation, limited liability company agreement, limited partnership agreement, certificate of incorporation or bylaws, or similar governing documents of such Partnership, or (ii) for any restrictions on sales of securities under applicable securities Laws. There are no outstanding contractual obligations of the Company or any of its Subsidiaries requiring the issuance, purchase, registration for sale, redemption or other acquisition of any equity interest in any of the Partnerships or requiring the Company or any of its Subsidiaries to provide funds to, make any investment (in the form of a loan, capital contribution or otherwise) in, any Partnership except (x) as set forth on Schedule 4.8(c) or (y) as may be set forth in the certificate of formation, limited liability company agreement, limited partnership agreement, certificate of incorporation or bylaws, or similar governing documents of such Partnership.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issued, and are, to the extent applicable, fully paid and non-assessable; , (xii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1A) the Governing Documents of each such Subsidiary, and (2B) any other applicable Contracts governing the issuance of such securities; , (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; , and (ziv) are free and clear of any Liens (Liens, other than Permitted Liens)any restrictions under applicable securities laws or under the Governing Documents of the applicable Subsidiary. (b) There Except as set forth on Section 4.7(b) of the Company Disclosure Letter, the Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) Except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock.

Capitalization of Subsidiaries. (a) Section 4.7 All of the Company Disclosure Letter sets forth a true issued and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities outstanding Equity Securities of each Subsidiary of the Company issued and outstanding and (ii) are beneficially, directly or indirectly, by the identity of the Persons that are the record and beneficial owners thereofCompany. The outstanding shares of capital stock or equity interests Equity Securities of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issued, and are, to the extent applicable, fully paid and non-assessableassessable in accordance with their Organizational Documents; (xii) have been offered, sold and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Organizational Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securitiesEquity Securities; (yiii) except as provided under the Control Documents, are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Organizational Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ziv) to the Knowledge of the Company, are free and clear of any Liens (other than Permitted Liensrestrictions arising under applicable Laws, the Company’s Organizational Documents, the Transaction Agreements and the Company Series A Transaction Documents), and, subject to the Laws of the applicable jurisdiction of incorporation or organization with respect to each Subsidiary of the Company, free of any restriction which prevents the payment of dividends to the Company or any of its Subsidiaries. (b) There are no outstanding or authorized subscriptions, options, compensatory restricted stock, restricted stock units, equity awardsappreciation, warrantsphantom stock, profit participation, equity or equity-based rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiariessimilar rights with respect to the Equity Securities of, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interestsor voting interest in, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests any Subsidiary of the SubsidiariesCompany. Except as provided under the Control Documents, no Person is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Subsidiary of the Company, and there are no voting trustswarrants, proxies purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or agreements of any kind which may obligate first offer or other Contract that could require any Subsidiary of the Company to issue, purchase, register for sale, redeem sell or otherwise acquire cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of any Subsidiary of the Company. There are no outstanding bonds, debentures, notes or other indebtedness of any Subsidiary of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the equityholders of the Company’s Subsidiaries may vote. (c) As of the date of this Agreement, neither the Company nor any of its capital stockSubsidiaries owns any Equity Securities in any Person other than the Group Companies. (d) Pursuant to the Control Documents, (i) the WFOE has exclusive control over the VIE Entity and its Subsidiaries and is entitled to all of the economic benefits and residual returns from the operations of the VIE Entity and its Subsidiaries; and (ii) the VIE Entity is a “variable interest entity” of the Company and its financial results are consolidated into consolidated financial statements of the Company as if it were a wholly owned Subsidiary of the Company, under the IFRS.

Capitalization of Subsidiaries. (a) Section 4.7 All of the Company Disclosure Letter sets forth a true issued and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities outstanding Equity Securities of each Subsidiary of the Company issued and outstanding and (ii) are beneficially, directly or indirectly, owned by the identity of the Persons that are the record and beneficial owners thereofCompany. The outstanding shares of capital stock or equity interests Equity Securities of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issued, and are, to the extent applicable, fully paid and non-assessableassessable in accordance with their Organizational Documents; (xii) have been offered, sold and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Organizational Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securitiesEquity Securities; (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Organizational Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ziv) to the Knowledge of the Company are free and clear of any Liens (other than Permitted LiensLiens arising under applicable Laws, the Company’s Organizational Documents, and the Ancillary Documents), and, subject to the Laws of the applicable jurisdiction of incorporation or organization with respect to each Subsidiary of the Company, free of any restriction which prevents the payment of dividends to the Company or any of its Subsidiaries. (b) There are no (i) outstanding or authorized subscriptions, options, compensatory restricted stock, restricted stock units, equity awardsappreciation, phantom stock, profit participation, equity or equity-based rights or similar rights with respect to the Equity Securities of, or other equity or voting interest, issued by any Subsidiary of the Company; (ii) Persons entitled to any pre-emptive or similar rights to subscribe for Equity Securities of any Subsidiary of the Company; (iii) warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiariespurchase rights, any other commitments, callssubscription rights, conversion rights, exchange rights, calls, puts, rights of exchange first refusal or privilege (whether pre-emptive, contractual or by matter of Law), plans first offer or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate Contract that could require any Subsidiary of the Company to issue, purchase, register for sale, redeem sell or otherwise acquire cause to become outstanding or to acquire, repurchase or redeem any Equity Securities of any Subsidiary of the Company; and (iv) outstanding bonds, debentures, notes or other indebtedness of any Subsidiary of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the equity-holders of the Company’s Subsidiaries may vote. (c) As of the date of this Agreement, neither the Company nor any of its capital stockSubsidiaries owns any Equity Securities in any Person other than the Group Companies.

Capitalization of Subsidiaries. (a) Section 4.7 MIC is the sole general partner of the Company Disclosure Letter sets forth a true Operating Partnership. The issued and complete statement outstanding limited partnership or other equity interests of the Operating Partnership, as of the date of this Agreement Agreement, consists of (i) 16,959,593 OP Common Units, 425,532 OP Class A Units, 282,027 OP LTIP Units, 1,500,000 OP Performance Units, 39,811 OP Series 1 Preferred Units and 2,862 OP Series A Preferred Units. A true and complete list, as of the number and class or series (as applicable) date hereof, of all of the issued and outstanding partnership and other equity securities interests of each Subsidiary the Operating Partnership is set forth on Section 4.7(a) of the Company issued and outstanding and (ii) the identity of the Persons that are Disclosure Letter, along with the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issued, and are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, Law and all requirements set forth in (1A) the Governing Documents of each such Subsidiary, and (2B) any other applicable Contracts governing the issuance of such securities; (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ziv) are free and clear of any Liens (other than Permitted Liens), Liens imposed by the Governing Documents of such Subsidiary and Liens arising under applicable securities Laws. (b) There Except as set forth on Section 4.7(b) of the Company Disclosure Letter, the Company directly or indirectly owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries (or, in the case of the Operating Partnership, the general partnership interest and the limited partnership interests set forth on Section 4.7(a) of the Company Disclosure Letter) free and clear of any Liens other than Permitted Liens, Liens imposed by the Governing Documents of such Subsidiary and Liens arising under applicable securities Laws. (c) Except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are no outstanding or authorized subscriptions, options, compensatory equity awardsphantom units, incentive units, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the SubsidiariesSubsidiaries (collectively, “Subsidiary Awards”, together with Company Awards, the “Mobile Awards”), and there are no voting trusts, registration rights, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except as set forth in this Section 4.7(d) of the Company Disclosure Letter, no Subsidiary Award as a result of the consummation of the transactions contemplated herein, accelerates or otherwise becomes triggered (whether as to vesting, exercisability, convertibility or otherwise).

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securities; (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ziv) are free and clear of any Liens (other than Permitted Liens). (b) There The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) Except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stockstock or other equity interests.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests Equity Securities of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issued, (ii) are, to the extent applicable, fully paid and non-assessable; , (xiii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, the applicable Subsidiary and (2) any other applicable Contracts governing the issuance of such securities; securities to which the applicable Subsidiary is a party or otherwise bound, (yiv) are have not subject to, nor have they been issued in violation of, of any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such the applicable Subsidiary or any Contract to which each such the applicable Subsidiary is a party or otherwise bound; bound and (zv) subject to the Governing Documents of the applicable Subsidiary and the Contracts set forth in Section 5.7(a) of the Company Disclosure Letter, are owned of record or beneficially owned by the Company or another direct or indirect wholly owned Subsidiary of the Company free and clear of any Liens (other than Permitted Liens). (b) There Except as set forth in Section 5.7(b) of the Company Disclosure Letter, as of the date of this Agreement, there are no outstanding or authorized (i) subscriptions, calls, options, compensatory equity awards, warrants, rights (including preemptive rights), puts or other securities (including debt securities) exercisable convertible into or exchangeable or exercisable for Equity Securities of any capital stock of such Subsidiaries, the Company’s Subsidiaries or any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of Contracts to which any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating any of the Company’s Subsidiaries to issueissue or sell any Equity Securities of such Subsidiary, purchase(ii) equity equivalents, register for salestock appreciation rights, phantom stock ownership interests or similar rights in any of the Company’s Subsidiaries, (iii) Contracts to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating any of the Company’s Subsidiaries to repurchase, redeem or otherwise acquire any Equity Securities of its capital stocksuch Subsidiary or (iv) bonds, debentures, notes or other indebtedness of any of the Company’s Subsidiaries having the right to vote (or convertible into, or exchangeable for, Equity Securities of such Subsidiary having the right to vote) on any matter on which the holders of Equity Securities of such Subsidiary may vote.

Capitalization of Subsidiaries. (a) Section 4.7 All of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of outstanding ownership interests in each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that Fathom are the record and beneficial owners thereof. The outstanding shares of capital stock owned by Fathom, directly or equity interests of each of the Company’s Subsidiaries (w) have been duly authorized and validly issuedindirectly, are, to the extent applicable, fully paid and non-assessable; (x) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securities; (y) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (z) are free and clear of any Liens (other than Permitted Liensthe restrictions under applicable Securities Laws and Liens securing obligations under any Fathom Financing Agreements) and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such ownership interests) and have not been issued in violation of preemptive or similar rights. Schedule 5.07(a) of the Fathom Schedules sets forth, as of the Execution Date, a true, correct and complete list of all of the issued and outstanding membership, limited liability company and other equity, ownership, profit, voting or similar interests in, or securities of, the Subsidiaries of Fathom, together with all interests or securities convertible into or exchangeable or exercisable for any of the foregoing and all rights, commitments or arrangements to subscribe for or acquire (or obligations or commitments of Fathom to issue, sell or otherwise transfer) any such interests or securities of Fathom’s Subsidiaries (collectively, “Fathom Subsidiary Securities”), including, in each case, (a) the record and beneficial owners thereof and (b) the number and class of units, shares or other interest or security held by each such record and beneficial owner. Except as set forth on Schedule 5.07(a), as of the Execution Date there are no other Fathom Subsidiary Securities or other equity interests of Fathom or its Subsidiaries authorized, reserved, issued or outstanding. As of the Execution Date, all of the issued and outstanding Fathom Subsidiary Securities (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance in all material respects with applicable Securities Law and (iii) were not issued in violation of any preemptive or similar rights or Contract. (b) There Except as set forth on Schedule 5.07(b), as of the Execution Date, for each Subsidiary of Fathom, there are (i) no outstanding or authorized subscriptions, calls, options, compensatory equity awards, warrants, rights or other securities (including debt securities) exercisable convertible into or exchangeable or exercisable for Fathom Subsidiary Securities or the equity interests of any Subsidiary of Fathom, or any other Contracts to which a Subsidiary of Fathom is a party or by which a Subsidiary of Fathom is bound obligating Fathom or its Subsidiaries to issue or sell any shares of capital stock of such Subsidiariesof, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries in or the value of which is determined by reference to shares debt securities of, Fathom or other equity interests of the its Subsidiaries, and there are (ii) no voting trustsequity equivalents, proxies stock appreciation rights, phantom stock ownership interests or agreements similar rights in any Subsidiaries of any kind which may obligate any Subsidiary Fathom, (iii) no outstanding contractual obligations of the Company Fathom or its Subsidiaries to issue, purchase, register for salerepurchase, redeem or otherwise acquire any securities or equity interests of Fathom or its Subsidiary or make payments in respect of such shares, including based on the value thereof, or to make any investment (in the form of a loan, capital Table of Contents contribution or otherwise) in any other Person, and (iv) no outstanding bonds, debentures, notes or other indebtedness of Fathom or its Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the equityholders of Fathom’s Subsidiaries may vote. Except as set forth on Schedule 5.07(b)(v), as of the Execution Date Fathom is not party to any (i) voting trusts, proxies, equityholders agreements, registration rights agreements relating to its equity interests or other similar agreements or understandings to which any Subsidiary of Fathom is a party or by which any Subsidiary of Fathom is bound with respect to the voting or transfer of any shares of capital stock of such Subsidiary, or (ii) obligations or commitments of Fathom or any of its capital stockSubsidiaries to repurchase, redeem or otherwise acquire any Fathom Subsidiary Securities or the equity interests of Fathom. Except for Fathom Subsidiary Securities, neither Fathom nor any of its Subsidiaries owns any equity, ownership, profit, voting or similar interest in or any interest convertible, exchangeable or exercisable for, any equity, profit, voting or similar interest in, any Person.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, Law and all requirements set forth in (1A) the Governing Documents of each such Subsidiary, and (2B) any other applicable Contracts governing the issuance of such securities; (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ziv) are free and clear of any Liens (other than Permitted Liens). (b) There The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) Except as set forth on ‎Section 4.7(c) of the Company Disclosure Letter, there are no outstanding or authorized subscriptions, options, compensatory equity awardsphantom units incentive units, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the SubsidiariesSubsidiaries (collectively, “Subsidiary Awards”), and there are no voting trusts, registration rights, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except as set forth in this ‎Section 4.7(d) of the Company Disclosure Letter, no Subsidiary Award as a result of the consummation of the transactions contemplated herein, accelerates or otherwise becomes triggered (whether as to vesting, exercisability, convertibility or otherwise).

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issued, issued and are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securities; (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ziv) are free and clear of any Liens (other than Permitted Liens). (b) There The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) Section 4.7(c) of the Company Disclosure Letter sets forth the class and number of equity interests of each entity (collectively, the “Minority-Owned Entities”) in which the Company, directly or indirectly, has a minority interest (collectively, “Minority Interests”). To the knowledge of the Company, the Minority Interests (i) have been duly authorized and validly issued and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of the applicable Minority-Owned Entities and (2) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Table of Contents Governing Documents of the applicable Minority-Owned Entities or any Contract to which any such Minority-Owned Entity is a party or otherwise bound; and (iv) are free and clear of any Liens. (d) Except as set forth on Section 4.7(d) of the Company Disclosure Letter, there are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stockequity interests or vote its equity interests in any manner.

Capitalization of Subsidiaries. (a) Except as set forth on Section 4.7 3.4(a) of the Company Disclosure Letter sets forth a true and complete statement as of Letter, the date of this Agreement of (i) the number and class outstanding share capital or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests other Equity Securities of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issuedissued and allotted, and are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold sold, issued and issued allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Organizational Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securitiessecurities to which such Subsidiary is a party or otherwise bound; and (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Organizational Documents of each such Subsidiary or any Contract other Contract, in any such case to which each such Subsidiary is a party or otherwise bound; . (b) Except as set forth on Section 3.4(b) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the Company owns, directly or indirectly through its Subsidiaries, of record and (z) are beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Liens (Encumbrances other than Permitted Liens)Encumbrances. (bc) There Except as set forth on Section 3.4(c) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, there are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any capital stock Equity Securities of such SubsidiariesSubsidiary, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance by any such Subsidiary of additional shares, the sale of treasury shares or the issuance or sale by such Subsidiary of other equity interestsEquity Securities of such Subsidiary, or for the repurchase or redemption by such Subsidiary of shares or other equity interests Equity Securities of such Subsidiaries or Subsidiary the value of which is determined by reference to shares or other equity interests Equity Securities of the Subsidiariessuch Subsidiary, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stockEquity Securities.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company Parties issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Company Parties’ Subsidiaries (w) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (x) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securities; (y) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (z) to the knowledge of the Company Parties, are free and clear of any Liens (other than Permitted Liensas set forth in the Governing Documents of such Subsidiary and transfer restrictions under applicable securities Laws). (b) There are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company Parties to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issued, issued and are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securities; (yiii) are not subject to, nor and have they not been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ziv) are free and clear of any Liens (Liens, other than Permitted Liens)restrictions on transfer under applicable securities Laws. (b) There The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) Except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are no outstanding capital stock or authorized equity interests of, and no subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of or equity interests of, such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stockstock or equity interests.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s 's Subsidiaries (wi) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; assessable; (xii) have been offered, sold and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (1A) the Governing Documents of each such Subsidiary, and (2B) any other applicable Contracts governing the issuance of such securities; securities; (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; bound; and (ziv) are free and clear of any Liens (other than Permitted Liens). (b) There Except as set forth in Section 4.7(b), the Company owns, directly or indirectly, of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens or Liens arising under applicable securities Laws or the Governing Documents of such Subsidiary. (c) Except as set forth on Section 4.7(c) of the Company Disclosure Letter or permitted in accordance with Section 6.1 of this Agreement, there are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issued, and are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securities; and (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; . (b) The Company owns of record and (z) are beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens (other than Liens under the Governing Documents of the Subsidiaries and Permitted Liens). (bc) There Except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are no outstanding or authorized subscriptions, options, compensatory equity awardsrestricted stock units, stock appreciation rights, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other equity interests or equity-related awards, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of share capital stock or equity interests of each of other Equity Securities the Company’s Subsidiaries Subsidiary (wi) have been duly authorized and validly issuedissued and allotted, are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold sold, issued and issued allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities; and (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; . (b) The Company owns of record and (z) are beneficially the issued and outstanding Equity Securities of each Subsidiary as set forth in Section 5.2 free and clear of any Liens (other than Permitted Liens). (bc) There are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock Equity Securities of such SubsidiariesSubsidiary, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests Equity Securities of such Subsidiaries Subsidiary or the value of which is determined by reference to shares or other equity interests of the SubsidiariesSubsidiary, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stockEquity Securities.

Capitalization of Subsidiaries. (a) Section 4.7 3.05(a) of the Company Parent Disclosure Letter Schedules sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of the Equity Securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the legal, record and beneficial owners thereof, in each case, as of the date of this Agreement. The outstanding shares All of capital stock or equity interests the Equity Securities of each Subsidiary of the Company’s Subsidiaries Company (wA) have been duly authorized and validly issued, are, to the extent applicable, issued and are fully paid and non-assessable; nonassessable, (xB) were not issued in violation of the Governing Documents of such Subsidiary or any other Contract to which such Subsidiary is party or bound, (C) were not issued in violation of any preemptive rights, call option, right of first refusal or first offer, subscription rights, transfer restrictions or similar rights of any Person, (D) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, Securities Laws and (2) any other applicable Contracts governing the issuance of such securities; (y) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (zE) are free and clear of any all Liens (other than Permitted Lienstransfer restrictions under applicable Securities Law). (b) . There are no outstanding (x) equity appreciation, phantom equity or authorized subscriptions, profit participation rights or (y) options, compensatory equity awardsrestricted stock/shares, restricted stock units, performance stock units, phantom stock/shares, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiariespurchase rights, any other commitments, callssubscription rights, conversion rights, exchange rights, calls, puts, rights of exchange first refusal or privilege (whether pre-emptive, contractual or by matter of Law), plans first offer or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate Contracts that could require any Subsidiary of the Company to issue, purchase, register for sale, redeem sell or otherwise acquire cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of the Subsidiaries of the Company, other than as contemplated by the Transaction Documents and the Transactions. There are no voting trusts, proxies or other Contracts with respect to the voting or Transfer of any Equity Securities of any Subsidiary of the Company to which the Company is party or by which it is bound, other than as contemplated by the Transaction Documents and the Transactions. (b) Except for the Equity Securities of the Subsidiaries set forth on Section 3.05(a) of the Parent Disclosure Schedules (and any changes to such Equity Securities expressly contemplated by the Pre-Closing Reorganization), neither the Company nor any of its Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest (excluding, for the avoidance of doubt, in connection with the Transaction Documents and the Transactions, including the Pre-Closing Reorganization) or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof, any future investment in or capital stockcontribution to any other entity.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issued, issued and are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securities; (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ziv) are free and clear of any Liens (other than Permitted Liens). (b) There The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) As of the date of this Agreement, the Company owns the class and number of membership interests of SummerBio, LLC, a Delaware limited liability company (“SummerBio”), as set forth on Section 4.7(c) of the Company Disclosure Letter (the “SummerBio Interests”). To the knowledge of the Company, the SummerBio Interests (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of SummerBio and (2) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of SummerBio or any Contract to which SummerBio is a party or otherwise bound; and (iv) are free and clear of any Liens. (d) Except as set forth on Section 4.7(d) of the Company Disclosure Letter, there are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securities; (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ziv) are free and clear of any Liens (other than Permitted Liens). (b) There The Company beneficially owns, and the Company or one of the Company’s Subsidiaries owns of record, all the issued and outstanding shares of capital stock or equity interests of the Company’s Subsidiaries free and clear of any Liens other than Permitted Liens. (c) Except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests Equity Securities of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issued, (ii) are, to the extent applicable, fully paid and non-assessable; , (xiii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, the applicable Subsidiary and (2) any other applicable Contracts governing the issuance of such securities; securities to which the applicable Subsidiary is a party or otherwise bound, (yiv) are have not subject to, nor have they been issued in violation of, of any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such the applicable Subsidiary or any Contract to which each such the applicable Subsidiary is was a party or otherwise bound; bound at the time of such issuance and (zv) subject to the Governing Documents of the applicable Subsidiary and the Contracts set forth in Section 5.7(a) of the Company Disclosure Letter, are free and clear of any Liens. (b) The Company or another direct or indirect wholly owned Subsidiary of the Company owns of record and beneficially all the issued and outstanding Equity Securities of each of the Company’s Subsidiaries free and clear of any Liens (other than Permitted Liens). (bc) There Except as set forth in Section 5.7(c) of the Company Disclosure Letter, as of the date hereof, there are no outstanding or authorized (i) subscriptions, calls, options, compensatory equity awards, warrants, rights (including preemptive rights), puts or other securities (including debt securities) exercisable convertible into or exchangeable or exercisable for Equity Securities of any capital stock of such Subsidiaries, the Company’s Subsidiaries or any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of Contracts to which any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating any of the Company’s Subsidiaries to issueissue or sell any Equity Securities of such Subsidiary, purchase(ii) equity equivalents, register for salestock appreciation rights, phantom stock ownership interests or similar rights in any of the Company’s Subsidiaries, (iii) Contracts to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating any of the Company’s Subsidiaries to repurchase, redeem or otherwise acquire any Equity Securities of its capital stocksuch Subsidiary or (iv) bonds, debentures, notes or other indebtedness of any of the Company’s Subsidiaries having the right to vote (or convertible into, or exchangeable for, Equity Securities of such Subsidiary having the right to vote) on any matter on which the holders of Equity Securities of such Subsidiary may vote.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; , (xii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1A) the Governing Documents of each such Subsidiary, and (2B) any other applicable Contracts governing the issuance of such securities; , (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; bound and (ziv) are free and clear of any Liens (other than Permitted Liens). (b) There are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or other equity interests of each of the Company’s Subsidiaries (w) have been duly authorized and validly issued, are, to the extent applicable, issued and are fully paid and non-assessable; (x) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements nonassessable. Except as set forth on Section 5.07(a) of the Company Disclosure Letter, all of the outstanding ownership interests in (1) each Subsidiary of the Governing Documents of each such SubsidiaryCompany are owned by the Company, and (2) any other applicable Contracts governing the issuance of such securities; (y) are not subject todirectly or indirectly, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (z) are free and clear of any Liens (other than the restrictions under applicable Securities Laws, transfer restrictions existing under the terms of the Governing Documents of such Subsidiary, and Permitted Liens)) and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such ownership interests) and have not been issued in violation of preemptive or similar rights. (b) There Except as set forth on Section 5.07(b) of the Company Disclosure Letter, there are no outstanding (i) securities of the Company or authorized subscriptionsany of its Subsidiaries convertible into or exchangeable for ownership interests in any Subsidiary of the Company, (ii) obligations, options, compensatory equity awards, warrants, rights warrants or other securities rights (including debt securities) exercisable preemptive rights), commitments or arrangements to acquire from the Company or any of its Subsidiaries, or other obligations or commitments of the Company or any of its Subsidiaries to issue, sell or otherwise transfer, any ownership interests in, or any securities convertible into or exchangeable for any capital stock of such Subsidiariesownership interests in, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any ownership interests in, any Subsidiary of the Company (the items in clauses (i)-(iii), in addition to issueall ownership interests of the Company’s Subsidiaries, purchasebeing referred to collectively as the “Company Subsidiary Securities”). There are no (x) voting trusts, register for saleproxies, equityholders agreements or other similar agreements or understandings to which any Subsidiary of the Company is a party or by which any Subsidiary of the Company is bound with respect to the voting or transfer of any shares of capital stock of such Subsidiary, or (y) obligations or commitments of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities or make payments in respect of such shares, including based on the value thereof, or to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. Except for the Company Subsidiary Securities, neither the Company nor any of its capital stockSubsidiaries owns any equity, ownership, profit, voting or similar interest in or any interest convertible, exchangeable or exercisable for, any equity, profit, voting or similar interest in, any Person.

Capitalization of Subsidiaries. (a) Section 4.7 All of the Company Disclosure Letter sets forth a true issued and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities outstanding Equity Securities of each Subsidiary of the Company are set forth on Section 4.07(a) of the Company Disclosure Letter. All of the issued and outstanding and (ii) the identity Equity Securities of each Subsidiary of the Persons that Company are the owned of record and beneficial owners thereofbeneficially, directly or indirectly, by the Company. The outstanding shares of capital stock or equity interests Equity Securities of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issued, and are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Securities Laws, and all requirements set forth in (1) the Governing Organizational Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securitiesEquity Securities; (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Organizational Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ziv) are free and clear of any Liens (other than Permitted Liensrestrictions arising under applicable Laws, the Company’s Organizational Documents and the Transaction Agreements). The Option issued by Future Dao Singapore was duly and validly issued and has been duly and validly cancelled and is no longer outstanding and has not been converted or exchanged for any other Equity Securities of the Company or any Subsidiary. (b) There are no outstanding Equity Securities or authorized subscriptionsequity appreciation, optionsphantom stock, compensatory profit participation, equity awardsor equity-based rights or similar rights with respect to the Equity Securities of, or other equity or voting interest in, any Subsidiary of the Company. No Person is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Subsidiary of the Company. There are no warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiariespurchase rights, any other commitments, callssubscription rights, conversion rights, exchange rights, calls, puts, rights of exchange first refusal or privilege (whether pre-emptive, contractual or by matter of Law), plans first offer or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate Contract that requires any Subsidiary of the Company to issue, purchase, register for sale, redeem sell or otherwise acquire cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of any Subsidiary of the Company. There are no outstanding bonds, debentures, notes or other indebtedness of any Subsidiary of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the equity holders of the Company’s Subsidiaries may vote. (c) As of the date of this Agreement, neither the Company (other than in the Subsidiaries set forth on Section 4.07 of the Disclosure Letter) nor any of its capital stockSubsidiaries owns any Equity Securities in any Person.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issued, areand, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securities; (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ziv) are free and clear of any Liens (Liens, other than Permitted Liens)restrictions on transfer arising under applicable securities Laws. (b) There The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) Except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, Subsidiaries or any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, such Subsidiaries and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock.

Capitalization of Subsidiaries. (a) Section 4.7 MIC is the sole general partner of the Company Disclosure Letter sets forth a true Operating Partnership. The issued and complete statement outstanding limited partnership or other equity interests of the Operating Partnership, as of the date of this Agreement Agreement, consists of (i) 16,959,593 OP Common Units, 425,532 OP Class A Units, 282,027 OP LTIP Units, 1,500,000 OP Performance Units, 39,811 OP Series 1 Preferred Units and 2,862 OP Series A Preferred Units. A true and complete list, as of the number and class or series (as applicable) date hereof, of all of the issued and outstanding partnership and other equity securities interests of each Subsidiary the Operating Partnership is set forth on ‎Section 4.7(a) of the Company issued and outstanding and (ii) the identity of the Persons that are Disclosure Letter, along with the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issued, and are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, Law and all requirements set forth in (1A) the Governing Documents of each such Subsidiary, and (2B) any other applicable Contracts governing the issuance of such securities; (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ziv) are free and clear of any Liens (other than Permitted Liens), Liens imposed by the Governing Documents of such Subsidiary and Liens arising under applicable securities Laws. (b) There Except as set forth on Section 4.7(b) of the Company Disclosure Letter, the Company directly or indirectly owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries (or, in the case of the Operating Partnership, the general partnership interest and the limited partnership interests set forth on ‎Section 4.7(a) of the Company Disclosure Letter) free and clear of any Liens other than Permitted Liens, Liens imposed by the Governing Documents of such Subsidiary and Liens arising under applicable securities Laws. (c) Except as set forth on ‎Section 4.7(c) of the Company Disclosure Letter, there are no outstanding or authorized subscriptions, options, compensatory equity awardsphantom units, incentive units, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the SubsidiariesSubsidiaries (collectively, “Subsidiary Awards”, together with Company Awards, the “Mobile Awards”), and there are no voting trusts, registration rights, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except as set forth in this ‎Section 4.7(d) of the Company Disclosure Letter, no Subsidiary Award as a result of the consummation of the transactions contemplated herein, accelerates or otherwise becomes triggered (whether as to vesting, exercisability, convertibility or otherwise).

Capitalization of Subsidiaries. (a) Except as set forth on Section 4.7 4.7(a) of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of Letter, the Company directly or indirectly owns of record and beneficially all the issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens, Liens imposed by the Governing Documents of such Subsidiary and Liens arising under applicable securities Laws. The outstanding equity interests of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issued, and are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, Law and all requirements set forth in (1A) the Governing Documents of each such Subsidiary, and (2B) any other applicable Contracts governing the issuance of such securities; and (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (z) are free and clear of any Liens (other than Permitted Liens). (b) There Except as set forth on Section 4.7(b) of the Company Disclosure Letter, there are no outstanding or authorized subscriptions, options, compensatory equity awardsphantom units, incentive units, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the SubsidiariesSubsidiaries (collectively, “Subsidiary Awards”, together with Company Awards, the “Awards”), and there are no voting trusts, registration rights, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (c) Except as set forth in this Section 4.7(c) of the Company Disclosure Letter, no Subsidiary Award as a result of the consummation of the transactions contemplated herein, accelerates or otherwise becomes triggered (whether as to vesting, exercisability, convertibility or otherwise).

Capitalization of Subsidiaries. (a) The outstanding shares of capital stock of each of the Company’s Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable. (b) Except as set forth on Section 4.7 4.7(b) of the Company Disclosure Letter, the Company or one or more of its wholly owned Subsidiaries collectively own of record and beneficially all the issued and outstanding shares of capital stock of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) For each of the Company’s Subsidiaries not so wholly owned by the Company or one or more of its Subsidiaries, Section 4.7(c) of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity securities, including shares of the Persons that are the record and beneficial owners thereof. The outstanding shares each class of capital stock or equity interests of each interests, the names of the Company’s Subsidiaries (w) have been duly authorized holders thereof and validly issued, are, to the extent applicable, fully paid and non-assessable; (x) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements number of shares or equity interests held by each holder of such Subsidiary. Except as set forth in (1on Section 4.7(c) of the Governing Documents of each such SubsidiaryCompany Disclosure Letter, and (2) any other applicable Contracts governing the issuance of such securities; (y) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (z) are free and clear of any Liens (other than Permitted Liens). (b) There there are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries Subsidiaries’ capital stock, or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no any voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter Schedule 4.07(a) sets forth a true and complete statement as list of each of the date Subsidiaries of this Agreement of the Company, including (i) its name and jurisdiction of incorporation or formation, (ii) the number of authorized (if applicable), issued and outstanding shares of each class of its capital stock, units, partnership interests or series (membership interests, as applicable, and (iii) the holder of all such shares, units, or interests, as applicable. All of the outstanding equity securities of in each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (wA) have been duly authorized and validly issuedissued and, are, to the extent if applicable, are fully paid and non-assessable; nonassessable, (xB) have been offered, sold and were issued in compliance in all material respects with the organizational documents of such Subsidiary and applicable Law, including federal and state securities Securities Laws, and all requirements set forth (iv) were not issued in (1) the Governing Documents breach or violation of each such Subsidiaryany preemptive rights or Contract, and (2) any other applicable Contracts governing the issuance of such securities; (yv) are not subject to, nor have they been issued in violation of, any purchase option, call option, right owned of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, record and beneficially by the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (zPersons set forth on Schedule 4.07(a) are free and clear of any Liens (other than Permitted LiensLiens and the restrictions under applicable Securities Laws). (b) There Other than as set forth on Schedule 4.07(a), there are no outstanding (i) securities of any of the Company’s Subsidiaries convertible into or authorized subscriptionsexchangeable for equity securities in such Subsidiary of the Company, (ii) obligations, options, compensatory equity awards, warrants, rights warrants or other securities rights (including debt securities) exercisable preemptive rights), commitments or arrangements to acquire from any of the Company’s Subsidiaries, or other obligations or commitments of any of the Company’s Subsidiaries to issue, sell or otherwise transfer, any equity securities in, or any securities convertible into or exchangeable for any capital stock of such Subsidiariesequity securities in, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company or (iii) equity appreciation rights, “phantom” equity or similar rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any equity securities in, any Subsidiary of the Company (the items in clauses (a)-(c), in addition to issueall equity securities in the Company’s Subsidiaries, purchasecollectively, register for sale“Company Subsidiary Securities”). There are no (A) voting trusts, proxies, equityholders agreements or other similar agreements or understandings to which any Subsidiary of the Company is a party or by which any Subsidiary of the Company is bound with respect to the voting or transfer of any of its equity securities, or (B) obligations or commitments of any of the Company’s Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities or make payments in respect of the Company Subsidiary Securities, including based on the value thereof, or to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. Except for the Company Subsidiary Securities, neither the Company nor any of its capital stockSubsidiaries owns any equity securities in, or any interest convertible, exchangeable or exercisable for, any equity securities in, any Person.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company The issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests (including all shares, warrants, preference shares, options and other such equity instruments) in the capital of each of the CompanyCorpAcq Holdco’s Subsidiaries (w) have been duly authorized and validly issuedissued and are fully paid, are, to the extent applicable, or credited as fully paid and non-assessable; (x) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Lawspaid, and all requirements nonassessable. All of the outstanding ownership interests in each Subsidiary of CorpAcq Holdco other than the shares of certain Subsidiaries of CorpAcq Holdco held by third parties as set forth in (1) on Schedule 5.07 of the Governing Documents of each such SubsidiaryCorpAcq Schedules are owned by CorpAcq Holdco, directly or indirectly, legally and (2) any other applicable Contracts governing the issuance of such securities; (y) are not subject tobeneficially, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (z) are free and clear of any Liens (other than Permitted Liens)the restrictions under applicable Securities Laws and Liens securing obligations under any CorpAcq financing agreement) and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such ownership interests) and have not been issued in violation of preemptive or similar rights. (b) There are no outstanding (i) securities of any of CorpAcq Holdco’s Subsidiaries convertible into or authorized subscriptionsexchangeable for ownership interests in any of CorpAcq Holdco’s Subsidiaries, (ii) obligations, options, compensatory equity awards, warrants, rights warrants or other rights, commitments, agreements or arrangements to acquire from any of CorpAcq Holdco’s Subsidiaries, or other obligations or commitments of any of CorpAcq Holdco’s Subsidiaries to issue, sell, create or otherwise transfer, any ownership interests in, or any securities (including debt securities) exercisable convertible into or exchangeable for any ownership interests in, any of CorpAcq Holdco’s Subsidiaries or (iii) restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any ownership interests in, any of CorpAcq Holdco’s Subsidiaries (the items in clauses (i) through (iii) collectively, the “CorpAcq Holdco Subsidiary Securities”). Other than as set forth in the organizational documents of CorpAcq Holdco or any of its Subsidiaries, there are no (x) voting trusts, proxies, equityholders agreements or other similar agreements or understandings to which any CorpAcq Party or their Subsidiaries is a party or by which any such Person is bound with respect to the voting or transfer of any shares of capital stock of such SubsidiariesCorpAcq Holdco’s Subsidiaries or (y) obligations, any other commitmentsarrangements, calls, conversion rights, rights of exchange agreements or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements commitments of any character providing for the issuance of additional shares, the sale of treasury shares CorpAcq Party or other equity interests, or for the repurchase or redemption of shares or other equity interests of such their Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for salerepurchase, redeem or otherwise acquire any of CorpAcq Holdco Subsidiary Securities or make payments in respect of such shares, including based on the value thereof, or to make any investment (in the form of a loan, capital contribution or otherwise) or any agreements or resolutions to carry out any transaction having the effect of a reduction of capital, profits or reserves in any other Person. (c) Except for the CorpAcq Holdco Subsidiary Securities, CorpAcq Holdco does not own any equity, ownership, profit, voting or similar interest in or any interest convertible, exchangeable or exercisable for, any equity, profit, voting or similar interest in, any Person and does not have, and has not agreed to acquire, any interest in any body corporate other than the Subsidiaries. No shares of capital stock are held in treasury by any Subsidiary of CorpAcq Holdco. Neither CorpAcq Holdco nor any of its Subsidiaries (i) owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person, (ii) has any agreement or commitment to purchase any such interest (excluding, for the avoidance of doubt, in connection with the Transaction Agreements and the Transactions) or (iii) has agreed nor is obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof, any future investment in or capital stockcontribution to any other entity.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, Law and all requirements set forth in (1A) the Governing Documents of each such Subsidiary, and (2B) any other applicable Contracts governing the issuance of such securities; (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ziv) are free and clear of any Liens (other than Permitted Liens). (b) There The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) Except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are no outstanding or authorized subscriptions, options, compensatory equity awardsphantom units incentive units, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the SubsidiariesSubsidiaries (collectively, “Subsidiary Awards”), and there are no voting trusts, registration rights, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. (d) Except as set forth in this Section 4.7(d) of the Company Disclosure Letter, no Subsidiary Award as a result of the consummation of the transactions contemplated herein, accelerates or otherwise becomes triggered (whether as to vesting, exercisability, convertibility or otherwise).

Capitalization of Subsidiaries. (a) Section 4.7 5.7(a) of the Company SIM Disclosure Letter sets forth a true and complete statement forth, as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of Agreement, with respect to each Subsidiary of SIM, the Company number of authorized shares of capital stock or equity interests of such Subsidiary, the number of issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of such Subsidiary, the record owners thereof and the number of shares of capital stock or equity interests of such Subsidiary owned by each such record owner. All of the Company’s Subsidiaries (w) issued and outstanding shares of capital stock and equity interests of each Subsidiary of SIM have been duly authorized and validly issued, are, to the extent applicable, are fully paid and non-assessable; (x) have been offerednonassessable, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securities; (y) are were not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Lawpreemptive rights and, at the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (z) are Closing, will be free and clear of any all Liens (other than Liens arising under applicable securities Laws, Liens of the type described in clause (h) of the definition of “Permitted Liens,” Liens arising under any of the Ancillary Agreements or those restrictions on transfer contained in the governing documents of the applicable Subsidiary of SIM). (b) There Except as set forth in Section 5.7(b) of the SIM Disclosure Letter or as may be issued, granted or entered into prior to the Closing in accordance with Section 3.2(c), Section 3.2(d), Section 3.5 or Section 8.2, there are no outstanding or authorized options, stock appreciation rights, subscriptions, options, compensatory warrants or rights (including any preemptive rights) with respect to capital stock or equity awards, warrants, rights interests of any Subsidiary of SIM or other securities (including debt securities) exercisable convertible into or exchangeable or exercisable for shares of capital stock or equity interests of any Subsidiary of SIM, and there are no Contracts to which any member of the SIM Group is a party or bound of any kind (i) that may obligate any Subsidiary of SIM to issue, purchase, redeem, sell, vote or otherwise acquire any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries Subsidiary, (ii) relating to options, stock appreciation rights, subscriptions, warrants or rights (including any preemptive rights) with respect to capital stock or equity interests of any Subsidiary of SIM or other securities convertible into or exchangeable or exercisable for shares of capital stock or equity interests of any Subsidiary of SIM or (iii) the value of which is determined by reference to shares of capital stock or other equity interests of any Subsidiary of SIM. (c) Except as may be entered into prior to the SubsidiariesClosing in accordance with Section 8.2, and there are no stockholder agreements, investor rights agreements, registration rights agreements, voting agreements or trusts, proxies or agreements other Contracts or understandings in effect with respect to the voting, ownership, acquisition or transfer of any kind which shares of capital stock or equity interests in Subsidiaries of SIM (including Contracts relating to rights of first refusal, co-sale rights or drag-along rights). (d) Except for interests in their respective Subsidiaries or as may obligate any Subsidiary be permitted prior to the Closing in accordance with Section 8.2, no member of the Company SIM Group owns, directly or indirectly, any interest or investment in the form of equity in, and no member of the SIM Group is subject to issueany obligation or requirement to provide for or make any investment in, purchase, register for sale, redeem or otherwise acquire any Person (other than another member of its capital stockthe SIM Group).

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issued, and are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securities; (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ziv) are free and clear of any Liens (other than Permitted Liens). (b) There Except for Partnership Profits Interests Units outstanding as of the date of this Agreement as set forth in Section 4.6(e), the Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. Neither the Company nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any other corporation, partnership, joint venture or business association or other entity. (c) Except for Partnership Profits Interests Units outstanding as of the date of this Agreement as set forth in Section 4.6(e), there are no outstanding or authorized subscriptions, options, compensatory equity awardswarrants, warrantsprofits interests, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securities; (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ziv) are free and clear of any Liens (other than Permitted Liens). (b) There Except as set forth on Section 4.7(b) of the Company Disclosure Letter, the Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens, and neither the Company nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any other corporation, partnership, joint venture or business association or other entity. (c) Except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, or any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries Subsidiaries: (wi) have been duly authorized and validly issued, and are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securities; and (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; . (b) The Company owns of record and (z) are beneficially the number of issued and outstanding shares of capital stock or equity interests of such Subsidiaries as set forth on Section 4.2 of the Company Disclosure Letter, free and clear of any Liens (other than Liens under the Governing Documents of the Company’s Subsidiaries and Permitted Liens). (bc) There are no outstanding or authorized subscriptions, options, compensatory equity awardsrestricted stock units, stock appreciation rights, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiariesany Subsidiary of the Company, any other equity interests or equity-related awards, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the such Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issued, issued and are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1A) the Governing Documents of each such Subsidiary, and (2B) any other applicable Contracts governing the issuance of such securities; (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ziv) are free and clear of any Liens (other than Permitted Liens). (b) There Except as set forth on Section 4.7(b) of the Company Disclosure Letter, the Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) Except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares Treasury Shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Companies’ Subsidiaries (wi) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securities; (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ziv) are free and clear of any Liens (other than Permitted Liens). (b) There Following the completion of the Pre-Closing Restructuring, the Companies will collectively own of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) Except as set forth on Section 5.7(c) of the Company Disclosure Letter, there are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the any Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of share capital stock or equity interests other Equity Securities of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issuedissued and allotted, are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold sold, issued and issued allotted in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance or allotment of such securities; (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ziv) are free and clear of any Liens (other than Permitted Liens). (b) There Except as set forth in Section 4.7(b) of the Company Disclosure Letter, the Company owns on record and beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) Except as set forth in Section 4.7(c) of the Company Disclosure Letter, there are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock Equity Securities of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests Equity Securities of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securities. (d) There are no written agreements, proxies or trusts to which any Subsidiary of the Company is a party with respect to the voting or transfer of the securities in the capital stockof that Subsidiary.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or other equity interests of each of the Company’s Subsidiaries (w) have been duly authorized and validly issued, are, to the extent applicable, issued and are fully paid and non-assessable; (x) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements nonassessable. Except as set forth in (1Section 7.07(a) of the Governing Documents Company Disclosure Letter, all of the outstanding ownership interests in each such SubsidiarySubsidiary of the Company are owned by the Company, and (2) any other applicable Contracts governing the issuance of such securities; (y) are not subject todirectly or indirectly, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (z) are free and clear of any Liens (other than the restrictions under applicable Securities Laws, transfer restrictions existing under the terms of the Governing Documents of such Subsidiary, and Permitted Liens)) and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such ownership interests) and have not been issued in violation of preemptive or similar rights. (b) There Except as set forth in Section 7.07(b) of the Company Disclosure Letter or contemplated in this Agreement, there are no outstanding (i) securities of the Company or authorized any of its Subsidiaries convertible into or exchangeable for ownership interests in any Subsidiary of the Company, (ii) subscriptions, puts, calls, obligations, options, compensatory equity awards, warrants, rights warrants or other securities rights (including debt securities) exercisable preemptive rights), commitments or arrangements to acquire from the Company or any of its Subsidiaries, or other obligations or commitments of the Company or any of its Subsidiaries to issue, sell or otherwise transfer, any ownership interests in, or any securities convertible into or exchangeable for any capital stock of such Subsidiariesownership interests in, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any ownership interests in, any Subsidiary of the Company (the items in clauses (i) - (iii), in addition to issueall ownership interests of the Company’s Subsidiaries, purchasebeing referred to collectively as the “Company Subsidiary Securities”). There are no (x) voting trusts, register for saleproxies, equityholders agreements or other similar agreements or understandings to which any Subsidiary of the Company is a party or by which any Subsidiary of the Company is bound with respect to the voting or transfer of any shares of capital stock of such Subsidiary, or (y) obligations or commitments of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities or make payments in respect of such shares, including based on the value thereof, or to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. Except for the Company Subsidiary Securities, neither the Company nor any of its capital stockSubsidiaries owns any equity, ownership, profit, voting or similar interest in or any interest convertible, exchangeable or exercisable for, any equity, profit, voting or similar interest in, any Person.

Capitalization of Subsidiaries. (a) Section 4.7 The authorized capital stock of ▇▇▇▇▇▇’▇ Subsidiaries is set forth on Schedule 3.5(a). All of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s ▇▇▇▇▇▇’▇ Subsidiaries (w) which are issued and outstanding, have been duly authorized and validly issued, are, to the extent applicable, issued and are fully paid and non-assessable; (x) have been offeredassessable and are owned of record and beneficially by ▇▇▇▇▇▇ or one or more of its Subsidiaries, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securities; (y) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (z) are free and clear of any Liens (other than Permitted Liensexcept as set forth on Schedule 3.5(a)). (b) There are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, stock appreciation rights, phantom stock rights, calls, rights of first offer, rights of first refusal, tag along rights, drag along rights or other securities (including debt securities) convertible into or exercisable or exchangeable for any capital stock or other ownership interests or securities of such any of ▇▇▇▇▇▇’▇ Subsidiaries, any other commitments, calls, conversion rights, rights of exchange commitments or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interestsshares, or for the repurchase or redemption of shares of the capital stock or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the ▇▇▇▇▇▇’▇ Subsidiaries, and there are no voting trusts, proxies or any agreements of any kind which may obligate any Subsidiary of the Company ▇▇▇▇▇▇ to issue, purchase, register for sale, redeem or otherwise acquire any of its securities or interests. There are no contracts under which ▇▇▇▇▇▇ or any of its Subsidiaries is obligated to repurchase, redeem or otherwise acquire any capital stockstock or equity interests of ▇▇▇▇▇▇’▇ Subsidiaries. No shares of capital stock or equity interests of any Subsidiary of ▇▇▇▇▇▇ are reserved for issuance. There are no stockholder agreements, voting trusts, proxies or other agreements, instruments or understandings with respect of the purchase, sale or voting of the outstanding shares of the capital stock or other equity interests of any of ▇▇▇▇▇▇’▇ Subsidiaries.

Capitalization of Subsidiaries. (a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (wi) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (xii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securities; (yiii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (ziv) are free and clear of any Liens (other than Permitted Liens). (b) There The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. Neither the Company nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any other corporation, partnership, joint venture or business association or other entity. (c) Except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock.