Common use of Capitalization of the Company Group Clause in Contracts

Capitalization of the Company Group. (a) All of the issued and outstanding shares of capital stock or other equity interests of each member of the Company Group have been duly authorized and validly issued, are (or, at the Closing, will be) fully paid and non-assessable (to the extent such concept is applicable in the jurisdiction of organization of the relevant member of the Company Group), have been issued in compliance with applicable Law and have not been issued in violation of any preemptive rights, rights of first offer, rights of first refusal or similar rights and are free and clear of any Encumbrances. Set forth on Section 3.04(a) of the Sellers Disclosure Schedules is, with respect to each member of the Company Group and, to the Sellers’ Knowledge, each of the Company Joint Ventures as of the date hereof, (i) the jurisdiction of incorporation or organization of such Person, (ii) the number of authorized, issued and outstanding shares of capital stock or other equity interests of such Person and (iii) the identity of each Person who holds such shares of capital stock or other equity interests of such member of the Company Group or Company Joint Venture. Except as set forth on Section 3.04(a) of the Sellers Disclosure Schedules, (A) there are no authorized, issued or outstanding shares of capital stock or other equity interests of any member of the Company Group or, to the Sellers’ Knowledge, any Company Joint Venture, (B) no member of the Company Group and, to the Sellers’ Knowledge, no Company Joint Venture has any other shares of capital stock or other equity interests authorized, issued or outstanding and (C) neither the Company nor any of its Subsidiaries owns any equity interest in any Person other than the Company’s Subsidiaries or the Company Joint Ventures. There are no agreements, options, warrants, calls, rights or other instruments or agreements relating to the sale, issuance or redemption of any shares of capital stock or other equity interests of any member of the Company Group, or any securities or other instruments convertible into, exchangeable for, evidencing the right to purchase, or otherwise requiring any member of the Company Group to make a payment or otherwise provide value or benefits in respect of the value of, such shares of capital stock or other equity interests, in each case, to which any of the Selling Entities or any member of the Company Group is a party or by which it is bound. (b) Except as set forth on Section 3.04(b) of the Sellers Disclosure Schedules, there are no stockholders’ agreements or voting trusts, proxies or other agreements or understandings to which any of the Selling Entities or any member of the Company Group is a party or by which it is bound with respect to the voting, transfer or other disposition of any of the shares of capital stock or other equity interests of any member of the Company Group or any Company Joint Venture. There are no outstanding bonds, debentures, notes or other Indebtedness of any member of the Company Group having the right to vote (or convertible into, exchangeable into, or exercisable for, securities having the right to vote) on any matters on which the holders of shares of capital stock or other equity interests of any member of the Company Group may vote. Except as set forth on Section 3.04(b) of the Sellers Disclosure Schedules, none of the Selling Entities or any member of the Company Group is a party to any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of any member of the Company Group. (c) HoldCo Seller is a wholly owned Subsidiary of Parent and is the record, legal and beneficial owner of, and holds good, valid and marketable title to, all HoldCo Shares, free and clear of all Encumbrances. Parent will, upon completion of the Docepar Share Transfer in accordance with Section 5.15 of the Sellers Disclosure Schedules and immediately prior to the Closing, be the record, legal and beneficial owner of, and holds good, valid and marketable title to, all of the Shares, in each case, free and clear of all Encumbrances. Each of the Subsidiary Sellers is a direct or indirect wholly-owned Subsidiary of Parent and is the record, legal and beneficial owner of, and holds good, valid and marketable title to, the Subsidiary Shares set forth on Section 3.04(c)(i) of the Sellers Disclosure Schedules, in each case, free and clear of all Encumbrances. The Shares, taken together with the capital stock of the Company that is owned directly or indirectly by HoldCo, constitute all of the issued and outstanding capital stock of the

Capitalization of the Company Group. (a) Except for changes to the extent permitted by or resulting from the issuance, grant, transfer or disposition of Equity Securities of the Company in accordance with (and as permitted by) Section 7.1, Section 4.3(a) of the Company Disclosure Schedule sets forth a true and complete statement of (i) the number and class or series (as applicable) of all of the Equity Securities (other than Company Incentive Equity) of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. All of the issued and outstanding shares of capital stock or other equity interests of each member Equity Securities of the Company Group have been duly authorized authorized, validly issued and validly issued, are (or, at the Closing, will be) fully paid and non-assessable (to the extent such concept is applicable in the jurisdiction of organization of the relevant member assessable. The Equity Securities of the Company Group), have been (1) were not issued in compliance with applicable Law and have violation of the Governing Documents of the Company or any other Contract to which the Company or any of its Affiliates is party or bound, (2) were not been issued in violation of any preemptive rights, rights of first offercall option, rights right of first refusal or first offer, subscription rights, transfer restrictions or similar rights and are free and clear of any Encumbrances. Set forth on Section 3.04(a) of the Sellers Disclosure Schedules is, with respect to each member of the Company Group and, to the Sellers’ Knowledge, each of the Company Joint Ventures as of the date hereof, (i) the jurisdiction of incorporation or organization of such Person, (ii) the number of authorized, issued and outstanding shares of capital stock or other equity interests of such Person and (iii3) the identity of each Person who holds such shares of capital stock or other equity interests of such member of the Company Group or Company Joint Venturehave been offered, sold and issued in compliance with applicable Law. Except as set forth on Section 3.04(a4.3(a) of the Sellers Company Disclosure SchedulesSchedule, or issued, granted or entered into in accordance with (Aand as permitted by) Section 7.1, the Company does not have any outstanding (x) equity appreciation, phantom equity or profit participation rights or (y) options, restricted stock, phantom stock, equity or equity based rights, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require the Company, or any obligation of the Company, to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities. The Shares of the Company are free and clear of all Liens (other than transfer restrictions under applicable securities Law). There are no voting trusts, proxies or other Contracts to which the Company is a party with respect to the voting or transfer of the Shares of the Company. (b) Section 4.3(b) of the Company Disclosure Schedule sets forth, except for changes to the extent permitted by or resulting from the acceleration or termination of any Company RSUs as permitted by Section 7.1, a true and complete statement of (i) the number and class or series (as applicable) of all of the Equity Securities of each of the Company’s Subsidiaries issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. All of the Equity Securities of the Company’s Subsidiaries have been duly authorized, validly issued and are fully paid and non-assessable (where such concepts are recognized by applicable Law). Except as set forth on Section 4.3(b) of the Company Disclosure Schedule there are no authorizedoutstanding equity appreciation, issued phantom equity, profit participation rights, options, restricted stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or outstanding shares of capital stock first offer or other equity interests Contracts, in each case, that could require any Subsidiary to issue, sell or otherwise 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. There are no voting trusts, proxies or other Contracts to which a member of the Company Group or, is party with respect to the Sellers’ Knowledge, voting or transfer of any Company Joint Venture, Equity Securities of any Subsidiary. (Bc) no No member of the Company Group andowns or holds (of record, to the Sellers’ Knowledgebeneficially, no Company Joint Venture has legally or otherwise), directly or indirectly, any Equity Securities in any other shares of capital stock or other equity interests authorized, issued or outstanding and Person (C) neither the Company nor any of its Subsidiaries owns any equity interest in any Person other than the Company’s Subsidiaries or the Company Joint Ventures. There are no agreements, options, warrants, calls, rights or other instruments or agreements relating to the sale, issuance or redemption of any shares of capital stock or other equity interests of any another member of the Company Group, ) or any securities or other instruments convertible into, exchangeable for, evidencing the right to purchaseacquire any such Equity Security, or otherwise requiring any member of the Company Group to make a payment or otherwise provide value or benefits in respect of the value of, such shares of capital stock or other equity interests, in each case, to which any of the Selling Entities or any and no member of the Company Group is a party partner or by which it is boundmember of any partnership, limited liability company or joint venture. (bd) Except as set forth on Section 3.04(b) of the Sellers Disclosure Schedules, there are no stockholders’ agreements or voting trusts, proxies or other agreements or understandings to which any of the Selling Entities or any No member of the Company Group is a party or by which it is bound with respect to the voting, transfer or other disposition of any of the shares of capital stock or other equity interests of any member of the Company Group or any Company Joint Venture. There are no outstanding bonds, debentures, notes or other Indebtedness of any member of the Company Group having the right to vote (or convertible into, exchangeable into, or exercisable for, securities having the right to vote) on any matters on which the holders of shares of capital stock or other equity interests of any member of the Company Group may vote. Except as set forth on Section 3.04(b) of the Sellers Disclosure Schedules, none of the Selling Entities or any member of the Company Group is a party subject to any agreement pursuant obligations or requirements to which make any investment (in the form of a loan or capital contribution) in any Person that is entitled to elect, designate or nominate any director of any not a member of the Company Group. (ce) HoldCo Seller is a wholly owned Subsidiary of Parent and is the record, legal and beneficial owner of, and holds good, valid and marketable title to, all HoldCo Shares, free and clear of all Encumbrances. Parent will, upon completion Section 4.3(e) of the Docepar Share Transfer in accordance with Section 5.15 Company Disclosure Schedule sets forth, as of the Sellers Disclosure Schedules date hereof, a correct and immediately prior to the Closing, be the record, legal and beneficial owner of, and holds good, valid and marketable title to, all complete listing of the Shareseach outstanding Company Incentive Equity, in each case, free and clear setting forth the holder, the grant date, the number of all Encumbrances. Each Shares or units of Seller (as applicable) granted with respect to such Company Incentive Equity, the vesting schedule, the extent to which the Company Incentive Equity is vested as of the Subsidiary Sellers is a direct or indirect wholly-owned Subsidiary of Parent and is the record, legal and beneficial owner of, and holds good, valid and marketable title todate hereof, the Subsidiary Shares set forth on Section 3.04(c)(i) extent to which the Company Incentive Equity is unvested as of the Sellers Disclosure Schedules, in date hereof and each case, free and clear of all Encumbrances. The Shares, taken together with the capital stock of the Company that is owned directly or indirectly by HoldCo, constitute all of the issued and outstanding capital stock of theIncentive Equity’s expiration date.

Capitalization of the Company Group. (a) All As of the date hereof, the issued and outstanding shares equity securities of the Company consist of one (1) share of capital common stock, and one (1) share of capital common stock or is issued and outstanding, held of record and beneficially by the Seller, free and clear of any Encumbrances. (b) A complete and accurate list of the authorized, issued and outstanding Equity Securities of each member of the Company Group (other equity interests than the Company) is set forth on Schedule 4.4(b) of the Disclosure Schedules, and such Equity Securities are held beneficially and of record by the Persons and in the respective amounts set forth on Schedule 4.4(b) of the Disclosure Schedules, in each case, free and clear of any Encumbrances. (c) All issued and outstanding Equity Securities of each member of the Company Group have been duly authorized and validly issuedissued and, are (or, at the Closing, will be) fully paid and non-assessable (to the extent such concept is concepts are applicable in the jurisdiction of organization to such Equity Securities, are fully paid and nonassessable. None of the relevant Equity Securities of any member of the Company Group), have been issued in compliance with applicable Law and have not Group (i) has been issued in violation of of, or is subject to, any preemptive rights, rights of first offer, rights of first refusal or other similar rights and are free and clear of any Encumbrances. Set forth on Section 3.04(a) of the Sellers Disclosure Schedules is, with respect to each member of the Company Group and, to the Sellers’ Knowledge, each of the Company Joint Ventures as of the date hereof, (i) the jurisdiction of incorporation or organization of such Person, (ii) the number of authorized, has been issued and outstanding shares of capital stock or other equity interests of such Person and (iii) the identity of each Person who holds such shares of capital stock or other equity interests of such member of the Company Group or Company Joint Venture. Except as set forth on Section 3.04(a) of the Sellers Disclosure Schedules, (A) there are no authorized, issued or outstanding shares of capital stock or other equity interests in violation of any member of the Company Group or, to the Sellers’ Knowledge, any Company Joint Venture, Laws (Bincluding applicable securities Laws) no member of the Company Group and, to the Sellers’ Knowledge, no Company Joint Venture has any other shares of capital stock or other equity interests authorized, issued or outstanding and (C) neither the Company nor any of its Subsidiaries owns any equity interest in any Person other than the Company’s Subsidiaries or the Company Joint VenturesContracts. There are no agreements, outstanding or authorized options, warrants, rights, calls, puts, rights to subscribe, conversion rights, or other instruments Contracts (contingent or agreements relating to the sale, issuance or redemption of any shares of capital stock or other equity interests of any member of the Company Group, or any securities or other instruments convertible into, exchangeable for, evidencing the right to purchase, or otherwise requiring any member of the Company Group to make a payment or otherwise provide value or benefits in respect of the value of, such shares of capital stock or other equity interests, in each case, otherwise) to which any of the Selling Entities or any member of the Company Group is a party or by which it is bound. (b) Except as set forth on Section 3.04(b) are binding upon any member of the Sellers Disclosure Schedules, there are no stockholders’ agreements or voting trusts, proxies or other agreements or understandings Company Group pursuant to which any of the Selling Entities or any member of the Company Group is a party obligated, and no member of the Company Group is subject to any other obligation (contingent or otherwise), to issue, dispose of, sell, repurchase, redeem or acquire, directly or indirectly, any Equity Securities of any member of the Company Group. No Person has any right (whether by Law or by which it is bound Contract) with respect to the votingpurchase, transfer subscription, allotment or issuance of any Equity Securities of any member of the Company Group. There are no authorized, outstanding or promised equity appreciation, phantom equity, profit-sharing, profit participation, phantom equity, rights to compensation or other disposition payment or similar rights, in each case, based on the price of any of the shares of capital stock or other equity interests Equity Securities of any member of the Company Group or with respect to any member of the Company Joint VentureGroup. There are no outstanding securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire any, Equity Securities of any member of the Company Group. There are no bonds, debentures, notes or other Indebtedness of any member of the Company Group having the right to vote (or convertible into, exchangeable into, or exercisable for, securities having the right to vote) consent on any matters on which the holders a holder of shares of capital stock or other equity interests Equity Securities of any member of the Company Group may is entitled to vote. Except as set forth on Section 3.04(b) of the Sellers Disclosure Schedules, none of the Selling Entities or any No member of the Company Group is a party to any agreement pursuant voting trusts, proxies, or any other Contracts with respect to which any Person is entitled to elect, designate or nominate any director the voting of any of its Equity Securities. (d) Except as set forth on Schedule 4.4(d) of the Disclosure Schedules, no member of the Company GroupGroup has any Subsidiaries. (c) HoldCo Seller is a wholly owned Subsidiary of Parent and is the record, legal and beneficial owner of, and holds good, valid and marketable title to, all HoldCo Shares, free and clear of all Encumbrances. Parent will, upon completion of the Docepar Share Transfer in accordance with Section 5.15 of the Sellers Disclosure Schedules and immediately prior to the Closing, be the record, legal and beneficial owner of, and holds good, valid and marketable title to, all of the Shares, in each case, free and clear of all Encumbrances. Each of the Subsidiary Sellers is a direct or indirect wholly-owned Subsidiary of Parent and is the record, legal and beneficial owner of, and holds good, valid and marketable title to, the Subsidiary Shares set forth on Section 3.04(c)(i) of the Sellers Disclosure Schedules, in each case, free and clear of all Encumbrances. The Shares, taken together with the capital stock of the Company that is owned directly or indirectly by HoldCo, constitute all of the issued and outstanding capital stock of the