Common use of Capitalization; Subsidiaries Clause in Contracts

Capitalization; Subsidiaries. (a) As of the Agreement Date and immediately prior to the Initial Closing, Company Owner, is a wholly-owned subsidiary of Company Parent, and owns 100% of the outstanding equity interests of the Company. At the Initial Closing, the Shares (i) shall be duly authorized, validly issued and fully-paid and nonassessable, and (ii) shall be issued in compliance with applicable Law. (b) Section 3.2(b) of the Disclosure Schedules sets forth each subsidiary of the Company (the “Subsidiaries”), and, with respect to each Subsidiary: (i) corporate form, (ii) jurisdiction of formation, (iii) list of officers, directors and/or managers and (iv) authorized ownership interests and the number of issued and outstanding voting securities of such Subsidiary or other ownership interests therein. Except as set forth in Section 3.2(b) of the Disclosure Schedules, the Company and its Subsidiaries do not have any Subsidiaries or own or hold any equity or other security interest in any other Person. Except as set forth in Section 3.2(b) of the Disclosure Schedules, all issued and outstanding shares of voting securities of, or ownership interests in, the Company’s Subsidiaries are directly or indirectly owned beneficially and of record by the Company, free and clear of all Liens. (c) Other than the Existing Shares, the Company does not have any outstanding Equity Equivalents. There are no (x) outstanding obligations of the Company (contingent or otherwise) to repurchase or otherwise acquire or retire any of Equity Equivalents of the Company, or (y) voting trusts, proxies or other agreements between or among the Company or any of the Company’s members with respect to the voting or transfer of any Equity Equivalents of the Company (other than this Agreement). No Shares are subject to vesting or forfeiture rights or repurchase by the Company. (d) Neither the Company nor any of its Subsidiaries are a participant in any joint venture, partnership or similar arrangement. Except as set forth in Section 3.2(d) of the Disclosure Schedules, the Company has not made any investment and does not hold or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association or other business entity. Except as set forth in Section 3.2(d) of the Disclosure Schedules, each Subsidiary of the Company is owned, directly or indirectly, 100% by the Company and there are no outstanding subscriptions, options, warrants, commitments, preemptive rights, agreements, arrangements or commitments of any kind relating to the issuance or sale of, or outstanding securities convertible into or exercisable or exchangeable for, any shares of capital stock of any class or other equity interests of any such Subsidiary. Each Subsidiary of the Company is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, with full corporate power and authority to conduct its business as is now being conducted and to own or use the properties and assets that it purports to own or use. Each Subsidiary of the Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it or the nature of the activities conducted by it makes such qualification or licensing necessary.

Capitalization; Subsidiaries. (a) As Section 4.2(a) of the Agreement Date Sellers Disclosure Schedule sets forth the authorized, issued and immediately prior to the Initial Closing, Company Owner, is a wholly-owned subsidiary outstanding equity interests of Company Parent, and owns 100% each of the Purchased Entities. The Interests have been duly authorized, validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive or similar right. Except as set forth on Section 4.2(a) of the Sellers Disclosure Schedule, the Purchased Entities do not own, directly or indirectly, any subsidiaries and do not own, directly or indirectly, any stock, partnership interest, joint venture interest or other equity interest in any other corporation, trust, partnership, joint venture or other entity. (b) The Interests constitute all of the issued and outstanding equity interests of the CompanyPurchased Entities. At Upon delivery of the Initial ClosingInterests to Buyer as contemplated in this Agreement, the Shares (i) shall title to such Interests will be duly authorized, validly issued and fully-paid and nonassessable, and (ii) shall be issued in compliance with applicable Law. (b) Section 3.2(b) of the Disclosure Schedules sets forth each subsidiary of the Company (the “Subsidiaries”), and, with respect to each Subsidiary: (i) corporate form, (ii) jurisdiction of formation, (iii) list of officers, directors and/or managers and (iv) authorized ownership interests and the number of issued and outstanding voting securities of such Subsidiary or other ownership interests therein. Except as set forth in Section 3.2(b) of the Disclosure Schedules, the Company and its Subsidiaries do not have any Subsidiaries or own or hold any equity or other security interest in any other Person. Except as set forth in Section 3.2(b) of the Disclosure Schedules, all issued and outstanding shares of voting securities of, or ownership interests in, the Company’s Subsidiaries are directly or indirectly owned beneficially and of record by the Company, transferred free and clear of all Liens. , other than those imposed by federal or state securities Laws. There are (ci) Other than no outstanding options, warrants, rights, restricted stock units or similar rights in the Existing SharesInterests or other securities convertible into or exchangeable or exercisable for shares of capital stock (or applicable membership interests) of the Purchased Entities, (ii) no other commitments, arrangements, rights or other contractual obligations of the Company does not have Sellers or their respective Affiliates issue or sell additional shares of capital stock (or applicable membership interests) of the Purchased Entities or to repurchase, redeem or otherwise acquire any outstanding Equity EquivalentsInterests and (iii) no equity equivalents, restricted stock units, stock appreciation rights, phantom stock ownership interests or similar rights in the Purchased Entities. There are no (x) outstanding obligations of the Company (contingent or otherwise) to repurchase or otherwise acquire or retire any of Equity Equivalents of the Companyvoting agreements, or (y) voting trustsstockholders agreements, management agreements, pledge agreements, buy-sell agreements, proxies or other similar agreements between or among the Company or any of the Company’s members understandings with respect to the voting Interests or which restrict or grant any right, preference or privilege with respect to the transfer of any Equity Equivalents of the Company (other than this Agreement). No Shares are subject to vesting or forfeiture rights or repurchase by the Company. (d) Neither the Company nor any of its Subsidiaries are a participant in any joint ventureInterests, partnership or similar arrangement. Except as set forth in Section 3.2(d) of the Disclosure Schedules, the Company has not made any investment and does not hold or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association or other business entity. Except as set forth in Section 3.2(d) of the Disclosure Schedules, each Subsidiary of the Company is owned, directly or indirectly, 100% by the Company and there are no options outstanding subscriptions, options, warrants, commitments, preemptive rights, agreements, arrangements or commitments of any kind relating to acquire the issuance or sale of, or outstanding securities convertible into or exercisable or exchangeable for, any shares of capital stock of any class or other equity interests of any such Subsidiary. Each Subsidiary of the Company is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, with full corporate power and authority to conduct its business as is now being conducted and to own or use the properties and assets that it purports to own or use. Each Subsidiary of the Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it or the nature of the activities conducted by it makes such qualification or licensing necessaryInterests.

Capitalization; Subsidiaries. (a) As Section 3.2(a) of the Agreement Date Debtor Disclosure Schedule sets forth the name and immediately prior to the Initial Closingjurisdiction of incorporation, Company Owner, is a wholly-owned subsidiary organization or formation (as applicable) of Company Parent, and owns 100% of the outstanding equity interests each Subsidiary of the Company. At the Initial Closing, the Shares (i) shall be duly authorized, validly issued and fully-paid and nonassessable, and (ii) shall be issued in compliance with applicable Law. (b) Section 3.2(b) of the Disclosure Schedules sets forth each subsidiary of the Company (the “Subsidiaries”), and, with respect to each Subsidiary: (i) corporate form, (ii) jurisdiction of formation, (iii) list of officers, directors and/or managers and (iv) authorized ownership interests and the number of issued and outstanding voting securities of such Subsidiary or other ownership interests therein. Except as set forth in on Section 3.2(b3.2(a) of the Debtor Disclosure Schedules, the Company or one or more of its Subsidiaries, as the case may be, legally and its beneficially owns all of the outstanding Interests of each of the Subsidiaries do not have any Subsidiaries or own or hold any equity or other security interest in any other Personof the Company. Except as set forth in Section 3.2(b) of the Disclosure Schedules, all issued and outstanding shares of voting securities of, or ownership interests in, for the Company’s Subsidiaries are directly or indirectly owned beneficially and as otherwise set forth on Section 3.2(a) of record by the Company, free and clear of all Liens. (c) Other than the Existing SharesDebtor Disclosure Schedules, the Company does not have own, hold or control any outstanding Equity Equivalentsdirect or indirect Interests of any corporation, partnership, limited liability company, trust or other Person or business. There are no (xExcept as described on Section 3.2(a) outstanding obligations of the Company (contingent or otherwise) to repurchase or otherwise acquire or retire any of Equity Equivalents of the CompanyDebtor Disclosure Schedules, or (y) voting trusts, proxies or other agreements between or among the Company or any of the Company’s members with respect to the voting or transfer of any Equity Equivalents of the Company (other than this Agreement). No Shares are subject to vesting or forfeiture rights or repurchase by the Company. (d) Neither neither the Company nor any of its Subsidiaries are a participant has any Contract to directly or indirectly acquire any direct or indirect Equity Interest in any joint venture, partnership Person or similar arrangement. Except as set forth in Section 3.2(dbusiness. (b) All of the Disclosure Schedules, the Company has not made any investment and does not hold or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association or other business entity. Except as set forth in Section 3.2(d) outstanding Interests of the Disclosure Schedules, each Subsidiary of the Company is ownedhave been duly authorized and validly issued and are fully paid and nonassessable, directly or indirectly, 100% by and the Company or one or more of its Subsidiaries has good and marketable title to such Interests, free and clear of all Encumbrances (other than transfer restrictions imposed under applicable securities Laws). There are, and there are will be on the Effective Date, no outstanding subscriptions, options, warrants, commitments, preemptive rights, agreements, arrangements or commitments of any kind (i) Contracts relating to the issuance issuance, grant, sale or sale of, or outstanding securities convertible into or exercisable or exchangeable for, any shares of capital stock transfer of any class or other equity interests Interests of any such Subsidiary. Each Subsidiary of the Company is an entity duly organized, validly existing and in good standing under or (ii) Contracts of the laws of its jurisdiction of incorporation Company or organization, with full corporate power and authority to conduct its business as is now being conducted and to own or use the properties and assets that it purports to own or use. Each any Subsidiary of the Company is duly qualified to do business as a foreign corporation and is in good standing under the laws repurchase, redeem or otherwise acquire any Interests of each state or other jurisdiction in which either the ownership or use any Subsidiary of the properties owned or used by it or the nature Company. No Subsidiary of the activities conducted by it makes such qualification or licensing necessaryCompany has granted any registration rights with respect to any of its Interests.

Capitalization; Subsidiaries. (a) As Section 3.5.1 The capitalization of the Agreement Date Company is as follows: 1,000 shares of common stock are authorized, of which 99.08 shares of common stock are issued and immediately prior to outstanding. All of the Initial Closing, Company Owner, Common Stock is a wholly-owned subsidiary held beneficially and of Company Parent, record by the Seller and owns 100% the Rollover Stockholders. All of the outstanding equity interests shares of the Company. At the Initial Closing, the Shares (i) shall be Common Stock have been duly authorized, authorized and validly issued and fully-are fully paid and nonassessable, and (ii) shall be issued in compliance with applicable Law. (b) Section 3.2(b) of the Disclosure Schedules sets forth each subsidiary of the Company (the “Subsidiaries”), and, with respect to each Subsidiary: (i) corporate form, (ii) jurisdiction of formation, (iii) list of officers, directors and/or managers and (iv) authorized ownership interests and the number of issued and outstanding voting securities of such Subsidiary or other ownership interests therein. Except as set forth in this Section 3.2(b3.5.1, there are no (a) issued or outstanding equity securities of the Disclosure SchedulesCompany or (b) issued and outstanding securities of the Company convertible into or exchangeable for, at any time, equity securities of the Company. There are no (i) outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock of the Company or capital stock of any of the Subsidiaries, as the case may be, or (ii) except as set forth on Schedule 3.5.1, voting trusts, proxies or other agreements among equityholders of the Company with respect to the voting or transfer of the shares of Common Stock. Section 3.5.2 Schedule 3.5.2 lists all of the Subsidiaries of the Company and its Subsidiaries do not have any Subsidiaries or own or hold any equity or other security interest in any other Personthe Company’s ownership percentage of each Subsidiary. Except as set forth in Section 3.2(b) on Schedule 3.5.2, all of the Disclosure Schedules, all issued and outstanding shares of voting securities capital stock of, or other ownership interests in, the Company’s Subsidiaries are directly or indirectly each Subsidiary is owned beneficially and of record by the Company, directly or indirectly, is validly issued, fully paid and nonassessable and free and clear of all any preemptive rights (other than such rights as may be held by the Company), restrictions on transfer, or Liens. (c) Other than the Existing Shares, the Company does not have any outstanding Equity Equivalents. There are no (xi) authorized or outstanding obligations securities of any Subsidiary convertible into or exchangeable for, no options or warrants or rights to subscribe for, or providing for the issuance or sale of, any capital stock or other ownership interest in, or any other securities of, any of the Company (contingent or otherwise) to repurchase or otherwise acquire or retire any of Equity Equivalents of the CompanySubsidiaries, or (yii) voting trusts, proxies or other agreements between or among the Company or any of the Companya Subsidiary’s members stockholders with respect to the voting or transfer of any Equity Equivalents of the Company (other than this Agreement). No Shares are subject to vesting or forfeiture rights or repurchase by the Company. (d) Neither the Company nor any of its Subsidiaries are a participant in any joint venture, partnership or similar arrangement. Except as set forth in Section 3.2(d) of the Disclosure Schedules, the Company has not made any investment and does not hold or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association or other business entity. Except as set forth in Section 3.2(d) of the Disclosure Schedules, each Subsidiary of the Company is owned, directly or indirectly, 100% by the Company and there are no outstanding subscriptions, options, warrants, commitments, preemptive rights, agreements, arrangements or commitments of any kind relating to the issuance or sale of, or outstanding securities convertible into or exercisable or exchangeable for, any shares of capital stock of any class or other equity interests of any such Subsidiary. Each Subsidiary of the Company is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, with full corporate power and authority to conduct its business as is now being conducted and to own or use the properties and assets that it purports to own or use. Each Subsidiary of the Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it or the nature of the activities conducted by it makes such qualification or licensing necessary’s capital stock.

Capitalization; Subsidiaries. (a) As The issued and outstanding Units constitute all of the Agreement Date issued and immediately prior to the Initial Closing, Company Owner, is a wholly-owned subsidiary of Company Parent, and owns 100% of the outstanding equity interests of the Company. At All of the Initial Closing, the Shares (i) shall be Units were duly authorized, authorized and validly issued and fully-paid are free of preemptive and nonassessable, and (ii) shall be similar rights. No Units were issued in compliance with violation of any applicable Law. (b) Laws in all material respects, any Contract to which the Company is a party or bound by, or any preemptive or similar rights of any Person. Section 3.2(b3.2(a) of the Disclosure Schedules Letter sets forth a list of each subsidiary Unitholder, along with the number and class of Units owned by each Unitholder as of the Company (the “Subsidiaries”), and, with respect to each Subsidiary: (i) corporate form, (ii) jurisdiction of formation, (iii) list of officers, directors and/or managers and (iv) authorized ownership interests and the date hereof. The number of issued and outstanding voting Units of the Company as of immediately prior to the Effective Time will be as set forth in Section 3.2(a) of the Disclosure Letter, subject to such changes therein as will occur as a result of the Pre-Closing Blocker Reorganization and the Redemption. 88758860_15 (b) Except as set forth in the Company’s or its Subsidiaries’ respective Organizational Documents or as set forth in Section 3.2(a) of the Disclosure Letter, there are no (i) outstanding securities of such Subsidiary the Company or its Subsidiaries convertible into or exchangeable for one or more units of equity or voting interests in, the Company or its Subsidiaries, (ii) options, warrants or other rights or securities issued or granted by either the Company or its Subsidiaries relating to or based on the value of the equity securities of the Company or its Subsidiaries, (iii) Contracts that are binding on the Company or its Subsidiaries that obligate the Company or any of its Subsidiaries to issue, acquire or sell, redeem, exchange or convert any equity interests in the Company or its Subsidiaries, or (iv) outstanding restricted equity interests, restricted share units, unit appreciation rights, performance shares, performance units, deferred stock units, contingent value rights, “phantom” stock or similar rights issued or granted by the Company or its Subsidiaries that are linked to the value of the Units, and all such interests shall, from and after the Merger, represent solely the right to receive consideration in accordance with this Agreement. Except with respect to the Pre-Closing Blocker Restructuring, there are no outstanding contractual obligations of the Company or either of its Subsidiaries to repurchase, redeem, exchange, convert or otherwise acquire or sell any membership interests of the Company or its Subsidiaries. (c) Section 3.2(c) of the Disclosure Letter sets forth a true and correct list of each Subsidiary of the Company as of the date hereof, together with its jurisdiction of organization or formation and the holders of ownership interests thereinin such Subsidiary. Except as set forth in Section 3.2(b3.2(c) of the Disclosure SchedulesLetter, the Company or one or more of its Subsidiaries owns, directly or indirectly, all of the issued and outstanding equity interests of each of the Company’s Subsidiaries, free and clear of any Liens except for transfer and other restrictions under applicable federal and state securities Laws or Permitted Liens, and all of such outstanding equity securities have been duly authorized and validly issued and are free of preemptive and similar rights. Other than with respect to the Subsidiaries, the Company and its Subsidiaries do not have any Subsidiaries or own or hold any equity interest or other voting security interest in any other Person. Except as set forth in Section 3.2(b) of After giving effect to the Disclosure SchedulesRedemption, all issued and outstanding shares of voting securities of, or ownership interests in, the Company’s Subsidiaries are directly or indirectly owned beneficially and of record by the Company, free and clear of all Liens. (c) Other than the Existing Shares, the Company does Cheese Grits will not have any outstanding Equity Equivalents. There are no (x) outstanding obligations be a Subsidiary of the Company (contingent or otherwise) to repurchase or otherwise acquire or retire any for purposes of Equity Equivalents of the Company, or (y) voting trusts, proxies or other agreements between or among the Company or any of the Company’s members with respect to the voting or transfer of any Equity Equivalents of the Company (other than this Agreement). No Shares are subject to vesting or forfeiture rights or repurchase by the Company. (d) Neither the Company nor any of its Subsidiaries are a participant in any joint venture, partnership or similar arrangement. Except as set forth in Section 3.2(d) of the Disclosure SchedulesLetter, neither the Company has not made nor any investment and does not hold of its Subsidiaries is a party to any Contract with respect to the voting of, that restricts the transfer of or control, directly or indirectlythat provides registration rights in respect of, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association membership interests or other business entity. Except as set forth in Section 3.2(d) of the Disclosure Schedules, each Subsidiary voting securities or equity interests of the Company is owned, directly or indirectly, 100% by the Company and there are no outstanding subscriptions, options, warrants, commitments, preemptive rights, agreements, arrangements or commitments of any kind relating to the issuance or sale of, or outstanding securities convertible into or exercisable or exchangeable for, any shares of capital stock of any class or other equity interests of any such Subsidiary. Each Subsidiary of the Company is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, with full corporate power and authority to conduct its business as is now being conducted and to own or use the properties and assets that it purports to own or use. Each Subsidiary of the Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it or the nature of the activities conducted by it makes such qualification or licensing necessarySubsidiaries.

Capitalization; Subsidiaries. (a) As The authorized capital stock of the Agreement Date and immediately prior to the Initial ClosingCompany consists of 3,000 Shares, Company Owner, is a wholly-owned subsidiary of Company Parent, and owns 100% of the outstanding equity interests of the Company. At the Initial Closing, the which 2,259 Shares (i) shall be are duly authorized, validly issued and fully-paid outstanding, fully paid, nonassessable and nonassessable, and (ii) shall be were not issued in compliance with applicable Lawviolation of preemptive rights. (b) Section 3.2(b3.02(b) of the Company Disclosure Schedules Schedule sets forth a true, correct and complete list of each subsidiary Subsidiary of the Company. Section 3.02(b) of the Company Disclosure Schedule also sets forth a true, correct and complete list of each Person in whom the Company directly or indirectly owns any capital stock, membership interest, partnership interest, joint venture interest or other equity interest (such stock or interests, the “Subsidiaries”Equity Interests“), and, with respect to each Subsidiary: (i) corporate form, (ii) jurisdiction of formation, (iii) list of officers, directors and/or managers and (iv) authorized ownership interests and the number of issued and outstanding voting securities of such . The Company or a wholly-owned Subsidiary or other ownership interests therein. Except as set forth in Section 3.2(b) of the Disclosure SchedulesCompany is the record, legal and beneficial owner of all the Company and its Subsidiaries do not have any Subsidiaries or own or hold any equity or other security interest in any other Person. Except as set forth in Section 3.2(b) of the Disclosure Schedules, all issued and outstanding shares of voting capital stock and all other securities of, or ownership interests in, issued by each Subsidiary of the Company’s Subsidiaries are directly or indirectly owned beneficially , and all of record by the CompanyEquity Interests, free and clear of all Liensany Liens (other than those Liens created by this Agreement and those Liens created by Purchaser or any of its Subsidiaries or pursuant to applicable securities law restrictions). Section 3.02(b) of the Company Disclosure Schedule sets forth a true, correct and complete list of each Person who is a member of the board of directors of the Company or any of its Subsidiaries. (c) Other than the Existing Shares, the Company does not have any outstanding Equity Equivalents. There are no outstanding (xi) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in the Company or any of its Subsidiaries, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, sell, register or transfer, any capital stock, voting securities or other ownership interests (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests) in the Company or any of its Subsidiaries, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company or any of its Subsidiaries or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any securities of the Company or any of its Subsidiaries. In addition, (i) there are no outstanding obligations of the Company (contingent or otherwise) any of its Subsidiaries to repurchase purchase, redeem or otherwise acquire or retire any outstanding securities of Equity Equivalents of the Company, or (y) voting trusts, proxies or other agreements between or among the Company or any of its Subsidiaries and (ii) there are no voting trusts or other agreements or understandings to which the Company’s members Company or any of its Subsidiaries is a party with respect to the voting or transfer of any Equity Equivalents capital stock of the Company (other than this Agreement)or any of its Subsidiaries. No Shares are subject to vesting or forfeiture rights or repurchase by the Company. (d) Neither the Company nor any of its Subsidiaries are a participant in has any joint ventureobligation or commitment to provide financing to or make any debt or equity investment in, partnership guarantee the indebtedness of, or similar arrangement. Except as set forth in Section 3.2(d) of the Disclosure Schedules, the Company has not made any investment and does not hold or control, directly or indirectlyprovide collateral for, any interest in any Person, other corporation, partnership, trust, joint venture, limited liability company, association or other business entity. Except as set forth in Section 3.2(d) of the Disclosure Schedules, each Subsidiary than wholly-owned Subsidiaries of the Company is owned, directly or indirectly, 100% and except for loans made by the Company and there are no outstanding subscriptions, options, warrants, commitments, preemptive rights, agreements, arrangements or commitments its Subsidiaries to unaffiliated Persons in the ordinary course of any kind relating to business not in excess of $1,000,000 in the issuance or sale of, or outstanding securities convertible into or exercisable or exchangeable for, any shares of capital stock of any class or other equity interests of any such Subsidiary. Each Subsidiary of the Company is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, with full corporate power and authority to conduct its business as is now being conducted and to own or use the properties and assets that it purports to own or use. Each Subsidiary of the Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it or the nature of the activities conducted by it makes such qualification or licensing necessaryaggregate.

Capitalization; Subsidiaries. (a) As of the Agreement Date and immediately prior to the Initial Closing, Company Owner, is a wholly-owned subsidiary of Company Parent, and owns 100% of the outstanding equity interests of the Company. At the Initial Closing, the Shares (i) shall be duly authorized, validly issued and fully-paid and nonassessable, and (ii) shall be issued in compliance with applicable Law. (b) Section 3.2(b) of the Disclosure Schedules [Omitted pursuant to Item 601(a)(5) of Regulation S-K] sets forth each subsidiary of the Company (the “Subsidiaries”), and, with respect to each Subsidiary: (i) corporate form, (ii) jurisdiction of formation, (iii) list of officers, directors and/or managers and (iv) authorized ownership interests and the number of issued and outstanding voting securities of such Subsidiary or other ownership interests therein. Except as set forth in Section 3.2(b) of the Disclosure SchedulesSchedules [Omitted pursuant to Item 601(a)(5) of Regulation S-K], the Company and its Subsidiaries do not have any Subsidiaries or own or hold any equity or other security interest in any other Person. Except as set forth in Section 3.2(b) of the Disclosure SchedulesSchedules [Omitted pursuant to Item 601(a)(5) of Regulation S-K], all issued and outstanding shares of voting securities of, or ownership interests in, the Company’s Subsidiaries are directly or indirectly owned beneficially and of record by the Company, free and clear of all Liens. (c) Other than the Existing Shares, the Company does not have any outstanding Equity Equivalents. There are no (x) outstanding obligations of the Company (contingent or otherwise) to repurchase or otherwise acquire or retire any of Equity Equivalents of the Company, or (y) voting trusts, proxies or other agreements between or among the Company or any of the Company’s members with respect to the voting or transfer of any Equity Equivalents of the Company (other than this Agreement). No Shares are subject to vesting or forfeiture rights or repurchase by the Company. (d) Neither the Company nor any of its Subsidiaries are a participant in any joint venture, partnership or similar arrangement. Except as set forth in Section 3.2(d) of the Disclosure SchedulesSchedules [Omitted pursuant to Item 601(a)(5) of Regulation S-K], the Company has not made any investment and does not hold or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association or other business entity. Except as set forth in Section 3.2(d) of the Disclosure SchedulesSchedules [Omitted pursuant to Item 601(a)(5) of Regulation S-K], each Subsidiary of the Company is owned, directly or indirectly, 100% by the Company and there are no outstanding subscriptions, options, warrants, commitments, preemptive rights, agreements, arrangements or commitments of any kind relating to the issuance or sale of, or outstanding securities convertible into or exercisable or exchangeable for, any shares of capital stock of any class or other equity interests of any such Subsidiary. Each Subsidiary of the Company is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, with full corporate power and authority to conduct its business as is now being conducted and to own or use the properties and assets that it purports to own or use. Each Subsidiary of the Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it or the nature of the activities conducted by it makes such qualification or licensing necessary.

Capitalization; Subsidiaries. (a) As The issued and outstanding Units constitute all of the Agreement Date issued and immediately prior to the Initial Closing, Company Owner, is a wholly-owned subsidiary of Company Parent, and owns 100% of the outstanding equity interests of the Company. At All of the Initial Closing, the Shares (i) shall be Units were duly authorized, authorized and validly issued and fully-paid are free of preemptive and nonassessable, and (ii) shall be similar rights. No Units were issued in compliance violation of any applicable Laws in all material respects, any Contract to which the Company is a party or bound by, or any preemptive or similar rights of any Person. Section 3.2(a) of the Disclosure Letter sets forth a list of each Unitholder, along with applicable Lawthe number and class of Units owned by each Unitholder as of the date hereof. The number of issued and outstanding Units of the Company as of immediately prior to the Effective Time will be as set forth in Section 3.2(a) of the Disclosure Letter, subject to such changes therein as will occur as a result of the Pre-Closing Blocker Reorganization and the Redemption. (b) Except as set forth in the Company’s or its Subsidiaries’ respective Organizational Documents or as set forth in Section 3.2(b3.2(a) of the Disclosure Schedules sets forth each subsidiary Letter, there are no (i) outstanding securities of the Company (or its Subsidiaries convertible into or exchangeable for one or more units of equity or voting interests in, the “Company or its Subsidiaries”), and, with respect to each Subsidiary: (i) corporate form, (ii) jurisdiction options, warrants or other rights or securities issued or granted by either the Company or its Subsidiaries relating to or based on the value of formationthe equity securities of the Company or its Subsidiaries, (iii) list Contracts that are binding on the Company or its Subsidiaries that obligate the Company or any of officersits Subsidiaries to issue, directors and/or managers and acquire or sell, redeem, exchange or convert any equity interests in the Company or its Subsidiaries, or (iv) authorized outstanding restricted equity interests, restricted share units, unit appreciation rights, performance shares, performance units, deferred stock units, contingent value rights, “phantom” stock or similar rights issued or granted by the Company or its Subsidiaries that are linked to the value of the Units, and all such interests shall, from and after the Merger, represent solely the right to receive consideration in accordance with this Agreement. Except with respect to the Pre-Closing Blocker Restructuring, there are no outstanding contractual obligations of the Company or either of its Subsidiaries to repurchase, redeem, exchange, convert or otherwise acquire or sell any membership interests of the Company or its Subsidiaries. (c) Section 3.2(c) of the Disclosure Letter sets forth a true and correct list of each Subsidiary of the Company as of the date hereof, together with its jurisdiction of organization or formation and the holders of ownership interests and the number of issued and outstanding voting securities of in such Subsidiary or other ownership interests thereinSubsidiary. Except as set forth in Section 3.2(b3.2(c) of the Disclosure SchedulesLetter, the Company or one or more of its Subsidiaries owns, directly or indirectly, all of the issued and outstanding equity interests of each of the Company’s Subsidiaries, free and clear of any Liens except for transfer and other restrictions under applicable federal and state securities Laws or Permitted Liens, and all of such outstanding equity securities have been duly authorized and validly issued and are free of preemptive and similar rights. Other than with respect to the Subsidiaries, the Company and its Subsidiaries do not have any Subsidiaries or own or hold any equity interest or other voting security interest in any other Person. Except as set forth in Section 3.2(b) of After giving effect to the Disclosure SchedulesRedemption, all issued and outstanding shares of voting securities of, or ownership interests in, the Company’s Subsidiaries are directly or indirectly owned beneficially and of record by the Company, free and clear of all Liens. (c) Other than the Existing Shares, the Company does Cheese Grits will not have any outstanding Equity Equivalents. There are no (x) outstanding obligations be a Subsidiary of the Company (contingent or otherwise) to repurchase or otherwise acquire or retire any for purposes of Equity Equivalents of the Company, or (y) voting trusts, proxies or other agreements between or among the Company or any of the Company’s members with respect to the voting or transfer of any Equity Equivalents of the Company (other than this Agreement). No Shares are subject to vesting or forfeiture rights or repurchase by the Company. (d) Neither the Company nor any of its Subsidiaries are a participant in any joint venture, partnership or similar arrangement. Except as set forth in Section 3.2(d) of the Disclosure SchedulesLetter, neither the Company has not made nor any investment and does not hold of its Subsidiaries is a party to any Contract with respect to the voting of, that restricts the transfer of or control, directly or indirectlythat provides registration rights in respect of, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association membership interests or other business entity. Except as set forth in Section 3.2(d) of the Disclosure Schedules, each Subsidiary voting securities or equity interests of the Company is owned, directly or indirectly, 100% by the Company and there are no outstanding subscriptions, options, warrants, commitments, preemptive rights, agreements, arrangements or commitments of any kind relating to the issuance or sale of, or outstanding securities convertible into or exercisable or exchangeable for, any shares of capital stock of any class or other equity interests of any such Subsidiary. Each Subsidiary of the Company is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, with full corporate power and authority to conduct its business as is now being conducted and to own or use the properties and assets that it purports to own or use. Each Subsidiary of the Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it or the nature of the activities conducted by it makes such qualification or licensing necessarySubsidiaries.

Capitalization; Subsidiaries. (a) As Section 3.5 of the Agreement Date Disclosure Schedule lists the name of each Purchased Company and immediately prior to the Initial Closing, Company Owner, is a wholly-owned subsidiary number of Company Parent, each class of its issued and owns 100% outstanding equity interests. All of the issued and outstanding equity interests of the Company. At the Initial Closing, the Shares (i) shall be Purchased Companies are duly authorized, authorized and validly issued and fully-paid and nonassessable, and (ii) shall be issued in compliance with applicable Law. (b) Section 3.2(b) of the Disclosure Schedules sets forth each subsidiary of the Company (the “Subsidiaries”), and, with respect to each Subsidiary: (i) corporate form, (ii) jurisdiction of formation, (iii) list of officers, directors and/or managers and (iv) authorized ownership interests and the number of issued and outstanding voting securities of such Subsidiary or other ownership interests therein. Except as set forth in Section 3.2(b) of the Disclosure Schedules, the Company and its Subsidiaries do not have any Subsidiaries or own or hold any equity or other security interest in any other Person. Except as set forth in Section 3.2(b) of the Disclosure Schedules, all issued and outstanding shares of voting securities of, or ownership interests in, the Company’s Subsidiaries are directly or indirectly owned held beneficially and of record by the Companyholders thereof as set forth on Section 3.5 of the Disclosure Schedule, free and clear of all Liens. (c) Other Liens other than Permitted Liens and are, to the Existing Sharesextent applicable, the Company does not have any outstanding Equity Equivalentsfully paid and nonassessable. There are no (x) outstanding obligations of the Company (contingent or otherwise) to repurchase or otherwise acquire or retire any of Equity Equivalents of the Company, or (y) voting trusts, proxies or other agreements between or among the Company or any of the Company’s members with respect to the voting or transfer of any Equity Equivalents of the Company (other than this Agreement). No Shares are subject to vesting or forfeiture rights or repurchase by the Company. (d) Neither the Company nor any of its Subsidiaries are a participant in any joint venture, partnership or similar arrangement. Except as set forth in Section 3.2(d) of the Disclosure Schedules, the Company has not made any investment and does not hold or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association or other business entity. Except as set forth in Section 3.2(d) of the Disclosure Schedules, each Subsidiary of the Company is owned, directly or indirectly, 100% by the Company and there are no outstanding subscriptions, options, warrants, commitments, rights (including preemptive rights), agreementscalls, arrangements convertible securities, exchangeable securities, exercisable securities or other agreements or commitments of any character, in each case contingent or otherwise, obligating either Purchased Company to issue any equity securities of any kind relating or to the issuance redeem or sale ofrepurchase any equity securities. Neither Purchased Company is a party to, or outstanding securities convertible into or exercisable or exchangeable forotherwise bound by, and neither Purchased Company has granted, any shares equity appreciation rights, participations, phantom equity or similar rights. Neither Purchased Company nor any of capital stock their respective equityholders is a party to any voting trusts, voting agreements, proxies, equityholder agreements or other agreements that may affect the voting or transfer of the Purchased Interests. Neither Purchased Company holds or beneficially owns any direct or indirect interest in any Person (whether it be common or preferred stock, any other equity securities or any comparable ownership interest in any Person that is not a corporation), or any subscriptions, options, warrants, rights, calls, convertible securities, exchangeable securities, exercisable securities or other agreements or commitments for any interest in any Person. No equity securities of any class Purchased Company have been issued, purchased, sold, transferred or otherwise acquired in violation of any preemptive rights, transfer restrictions, rights of first refusal or first offer or other equity interests of any such Subsidiary. Each Subsidiary of the Company is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, with full corporate power and authority to conduct its business as is now being conducted and to own or use the properties and assets that it purports to own or use. Each Subsidiary of the Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it or the nature of the activities conducted by it makes such qualification or licensing necessarysimilar rights.

Capitalization; Subsidiaries. (a) As The authorized capital stock of the Agreement Date Company consists of [***] shares of common stock, no par value per share, of which [***] shares are issued and immediately outstanding (prior to giving effect to the Initial Closing, Company Owner, is a wholly-owned subsidiary of Company Parent, and owns 100% Rollover). All of the issued and outstanding equity interests shares of the Company. At the Initial Closing, the Shares (i) shall be ’s capital stock have been duly authorized, are validly issued and fully-paid and nonassessableissued, fully paid, and (ii) shall be nonassessable and are not subject to, nor were they issued in compliance with violation of, any preemptive rights, rights of first refusal or similar rights or applicable Lawsecurities laws, and are owned of record and beneficially by the Seller free and clear of all Liens. Other than Seller, and ▇▇▇▇▇▇▇▇, who owns [***] shares of common stock of the Company (prior to giving effect to the Rollover), there are no other holders of Shares. (b) Except as disclosed in Section 3.2(b4.3(a) and Section 4.3(c) of the Disclosure Schedules, and except for this Agreement and the Rollover Agreement, there are no outstanding or authorized securities, options, warrants, rights, contracts, pledges, calls, puts, rights to subscribe, conversion rights, rights to purchase, preemptive rights, co-sale rights, exchange rights, stock appreciation rights or similar rights (including rights issued by the Company that are derivative of the price of any capital stock of the Company), phantom stock or other agreements or commitments to which the Company is a party or which are binding upon the Company providing for the voting, issuance, disposition, repurchase, redemptions or acquisition of the Company’s capital stock or other equity or any rights or interests exercisable therefor. The Company is not committed to declare, pay or set aside for payment any dividend or other distribution (whether in cash, stock, property or otherwise) in respect of any of the capital stock of the Company or any other securities of the Company. The Company is not obligated or required to make any investment (including in the form of a loan or capital contribution) in any Person. (c) Section 4.3(c) of the Disclosure Schedules sets forth each subsidiary of the Company (the “Subsidiaries”), and, with respect to each Subsidiary: (i) corporate form, (ii) jurisdiction of formation, (iii) a true and complete list of officersall stockholders’ agreements, directors and/or managers and (iv) authorized ownership interests and the number of issued and outstanding voting securities of such Subsidiary or other ownership interests therein. Except as set forth in Section 3.2(b) of the Disclosure Schedulesagreements, the Company and its Subsidiaries do not have any Subsidiaries or own or hold any equity or other security interest in any other Person. Except as set forth in Section 3.2(b) of the Disclosure Schedules, all issued and outstanding shares of voting securities of, or ownership interests in, the Company’s Subsidiaries are directly or indirectly owned beneficially and of record by the Company, free and clear of all Liens. (c) Other than the Existing Shares, the Company does not have any outstanding Equity Equivalents. There are no (x) outstanding obligations of the Company (contingent or otherwise) to repurchase or otherwise acquire or retire any of Equity Equivalents of the Company, or (y) voting trusts, proxies or other agreements between or among Contracts to which the Company or is a party and that relate to any class of capital stock of the Company’s members with respect , and the Company has delivered to the voting Buyer correct and complete copies of all such Contracts. There are no bonds, debentures, notes or transfer of any Equity Equivalents other Indebtedness of the Company having the right to vote (other than this Agreement). No Shares or convertible into or exchangeable for securities having the right to vote) on any matters on which holders of the capital stock of the Company are subject entitled to vesting or forfeiture rights or repurchase by the Companyvote. (d) Neither Following the consummation of each of the transactions contemplated by this Agreement, neither the Buyer nor the Company nor will have any obligation to make any payment to any Person with respect to the ownership of its Subsidiaries are a participant in any joint venturecapital stock of the Company, partnership other than payment of the amounts as required by this Agreement or similar arrangement. Except as set forth in the other agreements contemplated hereby, including the Rollover Agreement. (e) Section 3.2(d4.3(e) of the Disclosure Schedules, Schedule lists each of the Subsidiaries of the Company has not made any investment as of the date hereof and does not hold indicates for each such Subsidiary as of such date (i) the percentage and type of equity securities owned or controlcontrolled, directly or indirectly, any interest in any other corporationby the Company, partnership, trust, joint venture, limited liability company, association and (ii) the jurisdiction of incorporation or other business entityorganization. Except as set forth in Section 3.2(d) of the Disclosure Schedules, each No Subsidiary of the Company has or is owned, directly or indirectly, 100% bound by the Company and there are no any outstanding subscriptions, options, warrants, calls, commitments, preemptive rights, rights agreements, arrangements or commitments agreements of any kind relating character calling for it to the issuance or sale ofissue, deliver, or outstanding sell, or cause to be issued, delivered, or sold any of its equity securities or any securities convertible into or exercisable or into, exchangeable for, or representing the right to subscribe for, purchase or otherwise receive any such equity security or obligating such Subsidiary of the Company to grant, extend or enter into any such subscriptions, options, warrants, calls, commitments, rights agreements, or other similar agreements. There are no outstanding contractual obligations of any Subsidiary of the Company to repurchase, redeem, or otherwise acquire any of its capital stock or other equity interests. All of the shares of capital stock of any class or other equity interests of any such Subsidiary. Each each Subsidiary of the Company is an entity (A) have been duly organizedauthorized and are validly issued, validly existing and in good standing fully paid (to the extent required under the laws of its jurisdiction of incorporation or organizationapplicable governing documents) and nonassessable, with full corporate power and authority to conduct its business as is now being conducted and to own or use the properties and assets that it purports to own or use. Each Subsidiary of (B) are owned by the Company is duly qualified to do business as a foreign corporation free and is in good standing under the laws clear of each state any Liens, or other jurisdiction in which either the ownership or use of the properties owned or used by it or the nature of the activities conducted by it makes such qualification or licensing necessaryagreement with respect thereto.

Capitalization; Subsidiaries. (a) As Schedule 4.3 sets forth, as of the Agreement Date and immediately prior to the Initial Closing, Company Owner, is a wholly-owned subsidiary of Company Parent, and owns 100% date of the outstanding equity interests of the Company. At the Initial Closing, the Shares (i) shall be name of each Person that owns membership interests in Seller, and the Share Consideration Percentage Interest and Earn-out Consideration Percentage Interest held by each such Person in Seller. The outstanding membership interests have been duly authorized, and are validly issued issued. Other than the membership interests listed on Schedule 4.3, as of the Closing Seller does not have any other outstanding partnership or membership interests, units (whether general or limited), other interests that confer on a Person the right to receive a share of the profits and fully-paid and nonassessablelosses of, and or distribution of assets of, the issuing entity (ii) shall be issued in compliance with applicable Lawcollectively, “Capital Interests”). (b) Section 3.2(b) Except as set forth on Schedule 4.3, Seller does not have any Subsidiaries, nor does Seller own or hold the right to acquire any shares of stock or any other security or interest in any other Person or have any obligation to make any investment in any Person. Each Subsidiary listed on Schedule 4.3 is either wholly owned by Seller or a direct or indirect Subsidiary of Seller as indicated in Schedule 4.3. Each of the Disclosure Schedules sets Subsidiaries identified in Schedule 4.3 is qualified to conduct business and is in good standing or is active, as the case may be, under the laws of each jurisdiction wherein the nature of its business or its ownership or leasing of property requires it to be so qualified, except where the failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect. (c) Except as set forth each subsidiary on Schedule 4.3, there are no currently outstanding or authorized options, warrants, rights, contracts, rights of the Company (the “Subsidiaries”)first refusal or first offer, andcalls, with respect preemptive rights, puts, rights to each Subsidiary: (i) corporate formsubscribe, (ii) jurisdiction of formationconversion rights, (iii) list of officers, directors and/or managers and (iv) authorized ownership interests and the number of issued and outstanding voting securities of such Subsidiary or other ownership interests thereinagreements or commitments to which Seller or any Subsidiary of Seller is a party or which are binding upon Seller or any Subsidiary of Seller providing for the issuance, disposition, or acquisition of any Capital Interests or securities convertible into or exchangeable for any Capital Interests. Except as set forth in Section 3.2(b) of the Disclosure Scheduleson Schedule 4.3, the Company and its Subsidiaries do not have any Subsidiaries there are no outstanding or own or hold any authorized equity or other security interest in any other Person. Except as set forth in Section 3.2(b) of the Disclosure Schedulesappreciation, all issued and outstanding shares of voting securities ofphantom equity, or ownership interests in, the Company’s Subsidiaries are directly or indirectly owned beneficially and of record by the Company, free and clear of all Liens. (c) Other than the Existing Shares, the Company does not have any outstanding Equity Equivalents. There are no (x) outstanding obligations of the Company (contingent or otherwise) to repurchase or otherwise acquire or retire any of Equity Equivalents of the Company, or (y) voting trusts, proxies or other agreements between or among the Company or any of the Company’s members similar rights with respect to the voting Seller or transfer of any Equity Equivalents of the Company (other than this Agreement). No Shares are subject to vesting or forfeiture rights or repurchase by the Company. (d) Neither the Company nor any of its Subsidiaries are a participant in any joint venture, partnership or similar arrangement. Except as set forth in Section 3.2(d) of the Disclosure Schedules, the Company has not made any investment and does not hold or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association or other business entity. Except as set forth in Section 3.2(d) of the Disclosure Schedules, each Subsidiary of the Company is owned, directly or indirectly, 100% by the Company Seller and there are no outstanding subscriptionsshareholder, optionsvoting trust, warrantsproxies, commitments, preemptive rights, agreements, arrangements or commitments other agreements or understandings to which Seller or any Subsidiary of any kind Seller is a party or to which it is bound relating to the issuance Seller’s or sale of, or outstanding securities convertible into or exercisable or exchangeable for, any shares of capital stock of any class or other equity interests of any such Subsidiary. Each Subsidiary of the Company is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, with full corporate power and authority to conduct its business as is now being conducted and to own or use the properties and assets that it purports to own or use. Each Subsidiary of the Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it or the nature of the activities conducted by it makes such qualification or licensing necessarySeller’s Capital Interests.

Capitalization; Subsidiaries. (a) As Section 2.2(a) of the Company Disclosure Letter sets forth as of the date of this Agreement Date a complete and immediately prior accurate list of all outstanding Shares and the registered holders thereof. All such Shares have been duly authorized, validly issued, fully paid and nonassessable. Except as set forth on Section 2.2(a) of the Company Disclosure Letter, there are no outstanding options, warrants, convertible or exchangeable securities or other rights that would obligate the Company to issue equity interests of any class or series. The offer, issuance and sale of all outstanding Shares complied in all material respects with all applicable federal and state securities laws and all applicable preemptive and similar rights. Except as set forth on Section 2.2(a) of the Company Disclosure Letter (and except for this Agreement), there are no agreements, written or oral, to which the Company is a party relating to the Initial Closingacquisition, disposition, repurchase, voting or registration of any equity securities of the Company. There are no outstanding stock appreciation, phantom stock or profit participation rights with respect to the Company. (b) The information contained in the Preliminary Spreadsheet is complete and correct. (c) Section 2.2(c) of the Company Owner, is a wholly-owned subsidiary Disclosure Letter sets forth: (i) the name of the sole Subsidiary of the Company Parent(the “UK Subsidiary”), and (ii) with respect to the UK Subsidiary, (A) the jurisdiction in which it is incorporated or organized and (B) its officers and directors. The Company owns 100% of the outstanding equity interests securities of the Company. At the Initial Closing, the Shares (i) shall be duly authorized, validly issued and fully-paid and nonassessable, and (ii) shall be issued in compliance with applicable Law. (b) Section 3.2(b) of the Disclosure Schedules sets forth each subsidiary of the Company (the “Subsidiaries”), and, with respect to each UK Subsidiary: (i) corporate form, (ii) jurisdiction of formation, (iii) list of officers, directors and/or managers and (iv) authorized ownership interests and the number of issued and outstanding voting securities of such Subsidiary or other ownership interests therein. Except as set forth in Section 3.2(b) of the Disclosure Schedules, the Company and its Subsidiaries do not have any Subsidiaries or own or hold any equity or other security interest in any other Person. Except as set forth in Section 3.2(b) of the Disclosure Schedules, all issued and outstanding shares of voting securities of, or ownership interests in, for the Company’s Subsidiaries are interests in the UK Subsidiary, neither the Company nor the UK Subsidiary directly or indirectly owned beneficially and of record by owns or has the Company, free and clear of all Liens. (c) Other than the Existing Shares, the Company does not have right to acquire any outstanding Equity Equivalents. There are no (x) outstanding obligations of the Company (contingent or otherwise) to repurchase or otherwise acquire or retire any of Equity Equivalents of the Company, or (y) voting trusts, proxies or other agreements between or among the Company or any of the Company’s members with respect to the voting or transfer of any Equity Equivalents of the Company (other than this Agreement). No Shares are subject to vesting or forfeiture rights or repurchase by the Company. (d) Neither the Company nor any of its Subsidiaries are a participant in any joint venture, partnership or similar arrangement. Except as set forth in Section 3.2(d) of the Disclosure Schedules, the Company has not made any investment and does not hold or control, directly or indirectly, any equity interest in any other corporation, partnership, trustlimited liability company, joint venture, limited liability company, association trust or other business entityorganization. Except as set forth in Section 3.2(d) of the Disclosure Schedules, each The UK Subsidiary of the Company is owned, directly or indirectly, 100% by the Company and there are no outstanding subscriptions, options, warrants, commitments, preemptive rights, agreements, arrangements or commitments of any kind relating to the issuance or sale of, or outstanding securities convertible into or exercisable or exchangeable for, any shares of capital stock of any class or other equity interests of any such Subsidiary. Each Subsidiary of the Company is an entity duly organized, validly existing and in good standing under the laws of its the jurisdiction of incorporation or organizationin which it is organized, with full corporate power and authority to conduct its business as is now being conducted and to own or use the properties and assets that it purports to own or use. Each Subsidiary set forth on Section 2.2(c) of the Company Disclosure Letter. The Company is duly qualified not a participant in any joint venture, partnership or similar arrangement. The UK Subsidiary (i) is currently and has always been dormant, (ii) does not currently and has never had any assets or liabilities, (iii) has never conducted business or operations, and (iv) is not currently and has never been party to do business as a foreign corporation any Contract or subject to any Action or Order. The Company has Made Available true and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use correct copies of the properties owned UK Subsidiary’s articles of incorporation, as amended to date, and the UK Subsidiary’s by-laws, as amended to date, each as in full force and effect on the date hereof (collectively, the “UK Subsidiary Charter Documents”), to Purchaser. The UK Subsidiary is not in violation or used by it or the nature breach of any provision of the activities conducted by it makes such qualification or licensing necessaryUK Subsidiary Charter Documents, and no changes thereto are pending.

Capitalization; Subsidiaries. (a) As The authorized capital stock of each of the Agreement Date and immediately prior to Companies is set forth on Schedule 3.2(a). Seller is the Initial Closing, Company Owner, is a wholly-owned subsidiary record owner of Company Parent, and owns 100% all of the issued and outstanding equity interests Shares. All outstanding shares of the Company. At the Initial Closing, the Shares (i) shall be Common Stock are duly authorized, validly issued and fully-issued, fully paid and nonassessable, and (ii) shall be were not issued in compliance with applicable Law. (b) Section 3.2(b) violation of any preemptive or other similar rights or any federal or state securities Laws. Except for the Organizational Documents of the Disclosure Schedules sets forth each subsidiary of the Company (the “Companies and their Subsidiaries”), and, with respect to each Subsidiary: (i) corporate form, (ii) jurisdiction of formation, (iii) list of officers, directors and/or managers and (iv) authorized ownership interests and the number of issued and outstanding voting securities of such Subsidiary or other ownership interests therein. Except as set forth in Section 3.2(b) of the Disclosure Schedules, the Company and its Subsidiaries do not have any Subsidiaries or own or hold any equity or other security interest in any other Person. Except as set forth in Section 3.2(b) of the Disclosure Schedules, all issued and outstanding shares of voting securities of, or ownership interests in, the Company’s Subsidiaries are directly or indirectly owned beneficially and of record by the Company, free and clear of all Liens. (c) Other than the Existing Shares, the Company does not have any outstanding Equity Equivalents. There there are no (xA) outstanding obligations subscriptions, options, warrants, rights (including preemptive rights, registration rights, piggyback rights and rights of first refusal), calls, commitments, conversion rights, rights of exchange, plans or other agreements providing for the purchase, issuance or sale of any shares of the Company capital stock of the Companies and their Subsidiaries, (B) outstanding obligations, contingent or otherwise, of the Companies or their Subsidiaries to repurchase, redeem or otherwise acquire any equity interests of the Companies or their Subsidiaries, (C) stock-appreciation rights, stock-based performance units, “phantom” equity rights or other contractual obligations (contingent or otherwise) pursuant to repurchase which any Person is or otherwise acquire may be entitled to receive any payment or retire any of Equity Equivalents other value based on the revenues, earnings or financial performance or other attribute of the Company, Companies or calculated in accordance therewith or which otherwise relate to the registration of any Equity Security of the Companies or (yD) voting trusts, proxies or other agreements between or among the Company or any of the Company’s members with respect to the voting or transfer of the Shares. There are no accrued and unpaid dividends with respect to any outstanding Equity Equivalents Interests of the Companies. (b) Except as set forth on Schedule 3.2(b), each Company or one or more of its wholly-owned Subsidiaries own of record and beneficially all the issued and outstanding shares of capital stock of the Companies’ Subsidiaries free and clear of any Liens. Except as set forth on Schedule 3.2(b), there are no outstanding options, warrants, rights or other securities exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments or agreements providing for the issuance of additional shares, the sale of treasury shares, or for the repurchase or redemption of shares of such Subsidiaries’ capital stock, or any agreements of any kind which may obligate any Subsidiary of the Company (other than this Agreement). No Shares are subject to vesting issue, purchase, register for sale, redeem or forfeiture rights or repurchase by the Company. (d) Neither the Company nor otherwise acquire any of its Subsidiaries are a participant in any joint venture, partnership or similar arrangementcapital stock. Except as set forth in Section 3.2(d) Schedule 3.2(b), each of the Disclosure Schedules, the Company Companies has not made any investment and does not hold no direct or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association or other business entity. Except as set forth in Section 3.2(d) of the Disclosure Schedules, each Subsidiary of the Company is owned, directly or indirectly, 100% by the Company and there are no outstanding subscriptions, options, warrants, commitments, preemptive rights, agreements, arrangements or commitments of any kind relating to the issuance or sale of, or outstanding securities convertible into or exercisable or exchangeable for, any shares of capital stock of any class or other equity interests of any such Subsidiary. Each Subsidiary of the Company is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, with full corporate power and authority to conduct its business as is now being conducted and to own or use the properties and assets that it purports to own or use. Each Subsidiary of the Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it or the nature of the activities conducted by it makes such qualification or licensing necessaryindirect Subsidiaries.

Capitalization; Subsidiaries. (a) As The entire authorized capital stock of the Agreement Date Company consists of 20,000,000 shares of Common Stock, of which 1,170,000 shares are issued and immediately prior to outstanding on the Initial Closing, Company Owner, is a wholly-owned subsidiary of Company Parent, and owns 100% date hereof. All of the issued and outstanding equity interests shares of the Company. At the Initial Closing, the Shares (i) shall be Company have been duly authorized, are validly issued and fully-paid issued, fully paid, and nonassessable, and are held of record and beneficially by the Sellers as set forth on Section 4.3 of the Disclosure Schedule. On the date hereof, there are options outstanding to acquire up to 20,000 shares of Common Stock (the “Options”). Other than the Options, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require the Company to issue, sell, or otherwise cause to become outstanding any of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the Company. Section 4.3 of the Disclosure Schedule sets forth a true and complete list of all Options, including (i) the name of the holder thereof, (ii) shall be issued in compliance with the number of shares of Common Stock subject thereto, (iii) the per share exercise price, (iv) the date of grant, and (v) any applicable Lawvesting schedule. (b) Section 3.2(b) None of the Company and its Subsidiaries controls directly or indirectly or has any direct or indirect equity participation in any corporation, partnership, trust, or other business association which is not a Subsidiary of the Company. The Disclosure Schedules Schedule sets forth for each subsidiary Subsidiary of the Company (the “Subsidiaries”), and, with respect to each Subsidiary: (i) corporate formits name and jurisdiction of incorporation or formation, as applicable, (ii) jurisdiction the number of formationshares of authorized capital stock of each class of its capital stock or membership interests, as applicable, (iii) list of officers, directors and/or managers and (iv) authorized ownership interests and the number of issued and outstanding voting shares or membership interests, as applicable, of each class of its capital stock or membership interests, as applicable, the names of the holders thereof, and the number of shares or membership interests, as applicable, held by each such holder, and (iv) the number of shares or membership interests, as applicable, of its capital stock or membership interests, as applicable, held in treasury. All of the issued and outstanding shares of capital stock or membership interests, as applicable, of each Subsidiary of the Company have been duly authorized and are validly issued, fully paid, and nonassessable. Each of the Company and its Subsidiaries holds of record, owns beneficially and has good and marketable title to all of the outstanding shares or membership interests, as applicable, of each Subsidiary of the Company. As of the Closing, such shares or membership interests, as applicable, shall be free and clear of any restrictions on transfer, security interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands (other than restrictions under the Securities Act and state securities laws). There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require any of the Subsidiaries of the Company to issue, sell or otherwise cause to become outstanding any of such Subsidiary’s own capital stock or membership interests, as applicable. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to any Subsidiary or other ownership interests thereinof the Company. Except as set forth in Section 3.2(b) of the Disclosure SchedulesStockholders’ Agreement, which shall be terminated prior to the Company and its Subsidiaries do not have any Subsidiaries or own or hold any equity or other security interest in any other Person. Except as set forth in Section 3.2(b) of the Disclosure SchedulesClosing, all issued and outstanding shares of voting securities of, or ownership interests in, the Company’s Subsidiaries are directly or indirectly owned beneficially and of record by the Company, free and clear of all Liens. (c) Other than the Existing Shares, the Company does not have any outstanding Equity Equivalents. There there are no (x) outstanding obligations of the Company (contingent or otherwise) to repurchase or otherwise acquire or retire any of Equity Equivalents of the Company, or (y) voting trusts, proxies proxies, or other agreements between or among the Company or any of the Company’s members understandings with respect to the voting or transfer of any Equity Equivalents capital stock or membership interests, as applicable, of any of the Company (other than this Agreement). No Shares are subject to vesting or forfeiture rights or repurchase by the Companyand its Subsidiaries. (d) Neither the Company nor any of its Subsidiaries are a participant in any joint venture, partnership or similar arrangement. Except as set forth in Section 3.2(d) of the Disclosure Schedules, the Company has not made any investment and does not hold or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association or other business entity. Except as set forth in Section 3.2(d) of the Disclosure Schedules, each Subsidiary of the Company is owned, directly or indirectly, 100% by the Company and there are no outstanding subscriptions, options, warrants, commitments, preemptive rights, agreements, arrangements or commitments of any kind relating to the issuance or sale of, or outstanding securities convertible into or exercisable or exchangeable for, any shares of capital stock of any class or other equity interests of any such Subsidiary. Each Subsidiary of the Company is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, with full corporate power and authority to conduct its business as is now being conducted and to own or use the properties and assets that it purports to own or use. Each Subsidiary of the Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it or the nature of the activities conducted by it makes such qualification or licensing necessary.