Common use of Capitalization; Subsidiaries Clause in Contracts

Capitalization; Subsidiaries. (a) Seller has good, marketable and valid title to the Units, free and clear of any Liens, and is the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liens. (b) Except for the Units, there are no shares of capital stock or other voting securities of, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation of, and are not subject to, any preemptive, subscription, purchase options, rights of first refusal or similar rights under any provision of applicable Law, the Governing Documents of the Company or any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock or other equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any person. (c) Other than this Agreement and the Governing Documents of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does not own, directly or indirectly, any equity interests in any other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any person.

Capitalization; Subsidiaries. (a) Seller has goodSchedule 3.2(a) sets forth the authorized, marketable issued and valid title outstanding capital stock of each Company (which for the avoidance of doubt is limited to the Units, free and clear of any LiensShares, and in the case of SMRS, is limited to the sole SMRS Shares, and in the case of Metro Therapy, is limited to the Metro Shares), which are owned beneficially and of record and beneficial owner thereofas set forth on Schedule 3.2(a). Assuming Purchaser has the requisite power and authority to be the lawful owner Except as set forth on Schedule 3.2(a), no other Equity Interests of the UnitsCompanies are authorized, upon delivery to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liens. (b) Except for the Units, there are no shares of capital stock or other voting securities of, or equity interests in, the Company, issued, reserved for issuance issued or outstanding. The Units have been All of the Shares are duly authorized and validly issued and are outstanding as fully paid and non-assessable. The Units have , and were not been issued in violation of, in any material respect of the terms of any agreement or other understanding binding upon the applicable Company (including without limitation any preemptive rights in respect thereof) and are not subject tofree and clear of all Encumbrances (other than restrictions on transfer arising from federal and state securities Laws) and were issued in compliance with all applicable Laws (other than state securities Laws). There are no declared or accrued but unpaid dividends or other distributions with respect to the Shares. There are no (a) outstanding securities convertible or exchangeable into Equity Interests of any Company, any preemptive(b) options, subscriptionwarrants, calls, subscriptions, conversion rights, exchange rights, purchase optionsrights or other rights, rights of first refusal agreements or similar rights under commitments obligating any provision of applicable LawCompany to issue, the Governing Documents of the Company transfer or sell any Contract Equity Interests or (c) voting trusts, proxies or other agreements or understandings to which the any Company is subjectbound with respect to the voting, bound transfer or a party or otherwiseother disposition of its Equity Interests. There are no outstanding bondsor authorized Equity Interest appreciation, debenturesphantom Equity Interest, notes profit participation or other indebtedness of the Company having the right similar rights with respect to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”)Company. There are no outstanding warrantsrestrictions on the transfer of the Shares other than those arising from federal and state securities Laws. The Shares have been issued in transactions exempt from registration under the Securities Act and the rules and regulations promulgated thereunder, optionsand no Company has violated the Securities Act in connection with the issuance of the Shares. (b) No Company owns any direct or indirect Equity Interests in any Person. Except as set forth on Schedule 3.2(b)(i), rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings no Person (other than this Agreementthe Companies) (i) pursuant to owns any portion of the assets or properties of or used by the Companies. Except for Liabilities assumed in connection with any merger where a Company was the surviving entity of such merger which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, or equity interests insuch mergers are set forth on Schedule 3.2(b)(ii), the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar Companies have no Liabilities with respect to any rights enjoyed by dissolved entity or accruing to Seller as the sole holder of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock or other equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any persondormant entity. (c) Other than this Agreement and the Governing Documents of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does not own, directly or indirectly, any equity interests in any other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any person.

Capitalization; Subsidiaries. (a) Seller has good, marketable and valid title to the Units, free and clear The authorized capital stock of any Liens, and each MDL Group Company is the sole record and beneficial owner thereofset forth on Schedule 2.4 hereto. Assuming Purchaser has the requisite power and authority to be the lawful owner All of the UnitsShares were duly authorized for issuance and are validly issued and, upon delivery to Purchaser at the Closing of a certificate of transfer with respect to the UnitsMDL US Shares, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liens. (b) Except for the Units, there are no shares of capital stock or other voting securities of, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units Shares represent all of the issued and outstanding capital stock of the MDL Group Companies. Each Seller is the sole record holder and beneficial owner of all of the Shares set forth opposite such Seller’s name on Schedule 2.4, free and clear of all Encumbrances, other than restrictions on transfer imposed under applicable securities Laws. Each Seller has the power and authority to sell, transfer, assign and deliver such Shares as provided in this Agreement, and upon the consummation of the Closing, Buyer will be the record and beneficial owner of the entire equity interest in each MDL Group Company, free and clear of all Encumbrances other than restrictions on transfer imposed under applicable securities Laws. No Seller is a party to any voting trust or other contract with respect to the voting, redemption, sale, transfer or other acquisition or disposition of the Shares, and no Seller has granted any proxy, in whole or in part, with respect to the Shares. Other than the Shares, there are no (i) equity securities of any class of any MDL Group Company, or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding and (ii) options, warrants, equity securities, calls, rights or other Contracts to which any MDL Group Company is a party or by which any MDL Group Company is bound obligating a MDL Group Company to issue, exchange, transfer, deliver or sell, or cause to be issued, exchanged, transferred, delivered or sold, additional shares of capital stock or other equity interests of the MDL Group Company or any security or rights convertible into or exchangeable or exercisable for any such shares or other equity interests, or obligating the MDL Group Company to grant, extend, accelerate the vesting of, otherwise modify or amend or enter into any such option, warrant, equity security, call, right, or Contract. No Seller nor any MDL Group Company is party to any arrangement granting to any Person any stock appreciation, phantom stock or other similar right with respect to the Shares or the MDL Group Companies. No applicable securities law was violated in connection with the offering, sale or issuance of the Shares to any Seller or any of its Affiliates. None of the Shares have not been issued in violation of, and none are not subject to, any purchase option, call, right of first refusal, preemptive, subscription, purchase options, rights of first refusal or similar rights under any provision of applicable Law, the Governing Documents of the Company or any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of the similar right. (b) No MDL Group Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on owns any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock or other equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any person. (c) Other than this Agreement and the Governing Documents of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does not own, directly or indirectly, any equity interests in any other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any person.

Capitalization; Subsidiaries. (a) Seller has good, marketable and valid title to the Units, free and clear of any Liens, and is the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner All outstanding equity securities of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, Buyer and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liens. (b) Except for the Units, there are no shares of capital stock or other voting securities of, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units Parent have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation of, and are not subject to, any preemptive, subscription, purchase options, rights of first refusal or similar rights under any provision of applicable Law, the Governing Documents of the Company or any Contract to which the Company is subject, bound or a party or otherwisenonassessable. There are no outstanding bonds, debentures, notes or other indebtedness equity securities of the Company having Parent that remain subject vesting or forfeiture restrictions except as reflected in the right to vote Parent’s SEC Documents (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”as defined below). There Except as set forth in the Parent’s SEC Documents, there are no outstanding warrantsequity securities or voting securities of the Parent, (ii) securities of the Parent convertible into or exchangeable for equity securities or voting securities of the Parent, or (iii) options or other rights to acquire from the Parent, or other obligations of the Parent to issue, any equity securities, voting securities or securities convertible into or exchangeable for equity securities or voting securities of the Parent. Schedule 6.4 sets forth the fully-diluted stock capitalization of the Parent, including the exercise prices of derivative securities. Notwithstanding any provision to the contrary contained in this Agreement, the representation in this Section 6.4(a) is accurate as of the date hereof and shall not survive the Closing. (b) All outstanding equity securities of the Buyer and Parent have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Laws and (ii) all requirements set forth in applicable contracts to which the Buyer is a party. (c) Neither the Parent nor Buyer has repurchased, redeemed or otherwise reacquired any of their securities and there are no outstanding rights or obligations of the Parent or Buyer to repurchase or redeem any of their securities. (d) The SEC Documents list for each Subsidiary of the Parent, the percentage of equity securities owned or controlled, directly or indirectly by the Parent as of the date hereof. The Parent is not bound by any outstanding subscriptions, options, rightswarrants, “phantom” stock rightscalls, stock appreciation rightscommitments, stock-based performance units, convertible rights agreements or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated agreements of any character calling for it to issue, deliver or sell (A) any additional shares of capital stock or other voting securities ofsell, or cause to be issued, delivered or sold, any of its equity interests in, the Company, (B) securities or any security securities convertible into, exchangeable for or exercisable or exchangeable representing the right to subscribe for, shares of capital stock purchase or other voting securities of, otherwise receive any such equity security or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant obligating such Subsidiary to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrantsubscriptions, optionoptions, rightwarrants, unitcalls, securitycommitments, commitment rights agreements or undertaking or (iii) that give any person the right to receive any benefits or rights other similar to any rights enjoyed by or accruing to Seller as the sole holder of the Unitsagreements. There are no Contracts outstanding contractual obligations of any Subsidiary of the Parent to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any of its capital stock or other equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any person. (c) Other than this Agreement and the Governing Documents interests. All of the Companyshares of capital of each of the Subsidiaries of the Parent are validly issued, the Units are not subject to any voting trust agreement or other Contract, including any such Contract fully paid (i) restricting or otherwise relating to the voting, dividend rights extent required under the applicable governing documents) and nonassessable and are owned by the Parent or disposition a Subsidiary of the Units or (ii) containing any information rightsParent, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries free and does not own, directly or indirectly, any equity interests in any other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation clear of any personLiens.

Capitalization; Subsidiaries. (a) Seller has goodThe authorized capital stock of WinDoor consists of 2,000 shares of common stock, marketable $0.01 par value per share. All of such shares have been issued and valid title to the Units, free and clear of any Liens, and is the sole record and beneficial owner thereofare outstanding. Assuming Purchaser has the requisite power and authority to be the lawful owner All of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liens. (b) Except for the Units, there are no outstanding shares of capital stock or of WinDoor are owned by the Sellers and WinDoor has no other voting securities of, or equity interests inauthorized, the Company, issued, reserved for issuance issued or outstanding. The Units All of the issued and outstanding shares have been duly authorized and validly issued and issued, are fully paid and non-assessable. The Units nonassessable, and have not been issued in violation of, and are not subject to, of any preemptive, subscription, purchase options, rights of first refusal or similar rights under any provision of applicable Law, the Governing Documents of the Company preemptive or any Contract to which the Company is subjectother third party rights. Other than this Agreement, bound or a party or otherwise. There there are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrantsoffers, options, rightswarrants, “phantom” stock rights, stock appreciation rights, stock-based performance unitsproxies, convertible agreements, understandings or exchangeable securities commitments of any kind (contingent or otherwise) relating to the issuance, conversion, exchange, registration, voting, sale, transfer or redemption of any equity interests or other commitments securities of WinDoor or undertakings (obligating WinDoor or any other than this Agreement) (i) pursuant Person to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchasepurchase, redeem or otherwise acquire any equity interests or other securities of WinDoor. The stock records of WinDoor fairly and accurately reflect the record ownership of all of its outstanding shares of capital stock since the effective date of WinDoor’s election to be treated as an S corporation within the meaning of Section 1361 of the Code. WinDoor has delivered or other equity interest made available to Buyer or to make any investment (in its representatives complete and correct copies, as of the form date hereof, of a loan, capital contribution or otherwise) in any personall such minute books and stock records. (cb) Other than this Agreement and the Governing Documents of the Company, the Units are not subject to any voting trust agreement WinDoor has no direct or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company indirect Subsidiaries. WinDoor does not have any subsidiaries and does not ownnot, directly or indirectly, own, nor has it owned during the past three (3) years, any equity interests interest or other securities (including any securities exercisable or exchangeable for or convertible into capital stock of or other voting or equity interest in) in any other person corporation, association, partnership, joint venture, business organization or any interest convertible into an equity interest in any limited liability company or other person. The Company has not (i) agreedentity, nor is it obligatedhas WinDoor entered into any agreement, arrangement or understanding to make any future investment in such investment. WinDoor has never conducted its business under any other name (i.e. “trading” or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any person“doing business as”), except as set forth on Schedule 4.3(b).

Capitalization; Subsidiaries. (a) Seller has goodThe authorized capital stock of Vycom consists of 1,000 shares of common stock, marketable $0.01 par value per share, of which 100 shares are issued and valid title to outstanding (the Units“Vycom Shares”) and the authorized capital stock of CPC consists of 1,000 shares of common stock, free $0.01 par value per share, of which 100 shares are issued and clear outstanding (the “CPC Shares” and, together with the Vycom Shares, the “Shares”), which Shares are held beneficially and of any Liens, and is record by the sole record and beneficial owner thereofSeller. Assuming Purchaser has the requisite power and authority to be the lawful owner All of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liens. (b) Except for the Units, there are no shares of capital stock or other voting securities of, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units outstanding Shares have been duly authorized and validly issued and issued, are fully paid and non-assessable. The Units have not nonassessable and free and clear of any preemptive rights, restrictions on transfer (other than any transfer restrictions pursuant to applicable securities laws), Taxes or Liens (other than those Liens described in clause (e) of the definition of Permitted Liens, which Liens will be released at or prior to the Closing) and none of them has been issued in violation of, and are not subject to, any preemptive, subscription, purchase options, rights of first refusal preemptive or similar rights under any provision of applicable Lawrights. Except as set forth in this Section 3.5(a) or in Schedule 3.5(a), the Governing Documents of the Company or any Contract to which the Company is subject, bound or a party or otherwise. There (i) there are no other issued or outstanding bonds, debentures, notes or securities of any Company and (ii) there are no other indebtedness issued and outstanding securities of the any Company having the right to vote (or that are convertible into, or exercisable into or exchangeable for, interests at any time, securities of such Company. Except as set forth in this Section 3.5(a), Section 3.5(b) or securities having the right to vote) on any matters on which holders of the Unitsin this Agreement, respectively, may vote (“Voting Debt”). There there are no (x) outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) obligations of any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock of such Company, or (y) voting trusts, proxies or other equity interest agreements among a Company’s shareholders with respect to the voting or transfer of the CPC Shares or the Vycom Shares, as the case may be. There is, and immediately following the Closing there will be, no outstanding option, warrant, right, subscription, call, unsatisfied preemptive right or other agreement or right of any kind to make purchase or otherwise acquire from any investment (in the form Company any securities of a loan, capital contribution or otherwise) in any personsuch Company. (cb) Other than this Agreement The authorized capital stock of CPCapitol consists of 200 shares of common stock, $0.01 par value per share, of which 10 shares are issued and the Governing Documents outstanding. All of the Companyissued and outstanding capital stock of CPCapitol is owned beneficially and of record by CPC, is duly authorized, validly issued, fully paid and nonassessable and free and clear of any preemptive rights (other than such rights as may be held by CPC), restrictions on transfer (other than any transfer restrictions pursuant to applicable securities laws), Taxes or Liens (other than those Liens described in clause (e) of the Units definition of Permitted Liens, which Liens will be released at or prior to the Closing). Except as set forth in Section 3.5, there are not subject to any voting trust agreement or other Contract, including any such Contract no (i) restricting authorized or otherwise relating outstanding securities of CPCapitol convertible into or exchangeable for, no options or warrants or the right to subscribe for, or providing for the votingissuance or sale of, dividend rights any capital stock or disposition other ownership interest in, or any other securities of the Units CPCapitol, or (ii) containing any information rightsvoting trusts, registration rights, financial statement requirements proxies or other similar rights that would survive the Closing unless terminated or amended prior agreements among CPCapitol’s stockholders with respect to the Closing. (dvoting or transfer of CPCapitol’s capital stock. Except as set forth on Schedule 3.5(b) The or in this Section 3.5(b), no Company does not have owns or has any subsidiaries and does not ownright to acquire, directly or indirectly, any outstanding capital stock of, or other equity interests in any other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any personPerson.

Capitalization; Subsidiaries. The Interests constitute all issued and outstanding ownership interests in the Companies. The LP Sellers own all issued and outstanding LP Interests, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ owns all issued and outstanding GP Securities and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ owns all issued and outstanding MOTC Shares. All of the Interests have been duly authorized, are validly issued, fully paid and non-assessable, and are owned of record and beneficially by Sellers, free and clear of all Encumbrances, other than Encumbrances arising under the Partnership Agreement and Company Agreement, as indicated on Section 3.4 of the Seller Disclosure Schedules. Other than this Agreement, the Partnership Agreement and the Company Agreement, no Seller is a party to any agreement creating rights in respect of any of the Interests for any third party (a) Seller has goodi.e., marketable and valid title any Person who is neither a Company nor, to the Unitsextent relating to any period of time prior to the Closing, a Seller) or relating to the voting or beneficial ownership of the Interests. There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the capital of any Company, or obligating any Seller or any Company to issue, sell, exercise or exchange any ownership of the capital of, or any other interest in, any Company. None of the Companies has outstanding or authorized any equity appreciation, phantom equity, profit participation or other similar rights or arrangements. No former direct or beneficial owner of the Interests has made any claim which has not been fully settled or released (with no recourse to Buyers, the Companies or the Assets) or has any basis to raise any claim or is or would be owed any amounts with respect to any portion of the Interests, interests in the Companies, the Assets or the proceeds of the transactions contemplated hereby. There are no bonds, debentures or other Indebtedness having the right to vote with respect to the equity of any Company or convertible or exchangeable for securities having the right to vote with respect to the equity of any Company. Other than pursuant to the Partnership Agreement or Company Agreement, there are no voting trusts, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Interests. Except as set forth on Section 3.4 of the Seller Disclosure Schedules, no Company has any ownership interests in any other Person. At the Closing, (i) US Buyer will be the record and beneficial owner of the LP Interests, (ii) US Buyer will be the record and beneficial owner of the GP Securities and (iii) Canada Buyer will be the record and beneficial owner of the MOTC Shares, in each case, free and clear of any Liens, and is the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liens. (b) Except for the Units, there are no shares of capital stock or other voting securities of, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation of, and are not subject to, any preemptive, subscription, purchase options, rights of first refusal or similar rights under any provision of applicable Law, the Governing Documents of the Company or any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (Encumbrance other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock or other equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any personPermitted Interest Encumbrances. (c) Other than this Agreement and the Governing Documents of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does not own, directly or indirectly, any equity interests in any other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any person.

Capitalization; Subsidiaries. (a) Seller has good, marketable and valid title to the Units, free and clear of any Liens, and is the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner As of the Unitsdate hereof, upon delivery to Purchaser at the Closing authorized share capital of a certificate Parent consists of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt (i) an unlimited number of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liens. (b) Except for the Units, there are no ordinary shares of capital stock or other voting securities ofno par value, or equity interests in7,978,937 of which are issued and outstanding, (ii) an unlimited number of Class A preferred shares of no par value, none of which are issued and outstanding, (iii) an unlimited number of Class B preferred shares of no par value, none of which are issued and outstanding, (iv) an unlimited number of Class C preferred shares of no par value, none of which are issued and outstanding, (v) an unlimited number of Class D preferred shares of no par value, none of which are issued and outstanding, (vi) an unlimited number of Class E preferred shares of no par value, none of which are issued and outstanding ((i) through (vi) collectively, the Company, issued, reserved for issuance or outstanding“Parent Shares”). The Units All the outstanding Parent Shares and Parent Warrants have been duly authorized and validly issued and are fully paid and non-assessable. , and were issued in accordance with the registration or qualification requirements of the Securities Act, and any relevant state securities Laws or pursuant to valid exemptions therefrom. (b) Except as set forth in Schedule 4.04 of the Parent Disclosure Letter, as of the date hereof, Parent has not granted any outstanding options, share appreciation rights, warrants, rights or other securities convertible into or exchangeable or exercisable for Parent Shares, or any other commitments or agreements providing for the issuance of additional shares, the sale of treasury shares, for the repurchase or redemption of any Parent Shares or the value of which is determined by reference to the Parent Shares, and there are no contracts of any kind which may obligate Parent to issue, purchase, redeem or otherwise acquire any of its Parent Shares. (c) The Units have Per Share Closing Merger Consideration and any Parent Ordinary Shares issued pursuant to Section 1.05(e), when issued in accordance with the terms hereof, shall be duly authorized and validly issued, fully paid and nonassessable and issued in compliance with all applicable state and federal securities Laws and not been subject to, and not issued in violation of, and are not subject to, any preemptive, subscriptionLien, purchase optionsoption, rights call option, right of first refusal refusal, preemptive right, subscription right or any similar rights right under any provision of applicable Law, the Parent Governing Documents of the Company or any Contract contract to which the Company Parent is subject, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock or other equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any person. (c) Other than this Agreement and the Governing Documents of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closingbound. (d) The Company does not have any subsidiaries Parent has no Subsidiaries, apart from Merger Sub, and does not own, directly or indirectly, any equity interests or other interests or investments (whether equity or debt) in any other person Person, whether incorporated or unincorporated. Parent is not party to any interest convertible into an equity interest in any other person. The Company has not (i) agreedcontract that obligates Parent to invest money in, nor is it obligated, loan money to or make any future investment in or capital contribution to any person or other Person. (iie) guaranteed As of the date hereof, the authorized capital stock of Merger Sub consists of 100 shares of common stock, par value $0.0001 per share, one of which is issued and outstanding, and which share is not responsible or liable for any obligation held of any personrecord and beneficially by Parent.

Capitalization; Subsidiaries. (a) Seller has good, marketable and valid title to the Units, free and clear of any Liens, and is the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner Section 3.3(a) of the Units, upon delivery to Purchaser at Disclosure Schedule sets forth (i) the Closing authorized and outstanding capitalization of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt each Target Company existing as of the Closing Agreement Date Purchase Price, good, marketable and valid title (i) the Seller that will hold all Purchased Equity as of immediately prior to the Units will pass to Purchaser, free and clear of any LiensClosing. (bi) Except for the UnitsThere are no other existing options, warrants, calls, rights (including conversion rights, preemptive rights, co-sale rights, rights of first refusal or other similar rights) or agreements to which any Target Company is a party requiring, and there are no securities of the Target Companies outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any additional shares of capital stock or other voting Equity Interests of the Target Companies or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase the Purchased Equity or other Equity Interests of the Target Companies, (ii) there are no obligations, contingent or otherwise, of the Target Companies to (A) repurchase, redeem or otherwise acquire any of its Equity Interests or (B) to make any material investment in (in the form of a loan, capital contribution or otherwise), or to provide any guarantee (excluding indemnification obligations) with respect to the obligations of, any third party and (iii) there are no outstanding stock appreciation, phantom stock, profit participation or equity interests insimilar rights with respect to the Target Companies. (c) There are no bonds, debentures, notes or other Indebtedness of the Target Companies having the right to vote or consent (or, convertible into, or exchangeable for, securities having the right to vote or consent) on any matters on which a Seller may vote. There are no voting trusts, irrevocable proxies or other contracts or understandings to which any Target Company is a party or is bound with respect to the voting or consent of any securities of any Target Company, issued, reserved for issuance or outstanding. The Units . (d) All of the issued outstanding securities of each Target Company have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation of, free and are not subject to, any preemptive, subscription, purchase options, rights clear of first refusal or similar rights under any provision of applicable Law, the Governing Documents of the Company or any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote all Liens (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock or other equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any person. (c) Other than this Agreement and the Governing Documents of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does not own, directly or indirectly, any equity interests in any other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any person.other

Capitalization; Subsidiaries. (a) As of the Closing Date, the Seller has goodwill own 100% of the outstanding Units of the Company, marketable and valid title Seller is transferring to Buyer pursuant to this Agreement the Purchased Units, which as of the Closing Date will constitute 85% of the outstanding Units of the Company, in each case free and clear of all Liens (other than any Liens, and is restrictions under applicable securities laws). Other than the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner remaining 15% of the Units, upon delivery to Purchaser at outstanding Units owned and retained by the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt as of the Closing Date Purchase Price, good, marketable and valid title to the there will be no other authorized or outstanding Units will pass to Purchaser, free and clear of any Liens. (b) Except for the Units, there are no shares of capital stock or other voting securities of, or equity interests in, Equity Interests of the Company, issued, reserved for issuance or outstanding. The All of the issued and outstanding Units of the Company have been duly authorized and authorized, validly issued and are issued, fully paid and non-assessable. The Units have not been issued in violation of, non- assessable and are not subject to, nor were they issued in violation of, any preemptive, subscription, purchase options, preemptive rights or rights of first refusal or similar rights under any provision of applicable Lawrefusal. Other than as set forth on Schedule 3.3(a), the Governing Documents Company has no Liabilities related to or arising out of the Company any existing or any Contract to which the Company is subject, bound or a party or otherwisepreviously issued and expired Equity Interests. There are no outstanding bondsor authorized options, debentureswarrants, notes Contracts, calls, puts, rights to subscribe, conversion rights or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or similar rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts to which the Company is a party that require or which are binding upon the Company providing for the issuance, disposition or acquisition of any Equity Interests of the Company. There are no outstanding or authorized unit appreciation rights, phantom units, profits interests or similar rights with respect to registerthe Company. There are no voting trusts, repurchase, redeem proxies or any other Contracts or understandings with respect to the voting of the Equity Interests of the Company. The Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its Equity Interests. Other than as set forth on Schedule 3.3(a), no former direct or indirect holder of any Equity Interests of the Company has any material claim or rights against the Company or Seller that remains unresolved or to which the Company or Seller has or may reasonably be expected to have (now or in the future) any material Liability and to the actual knowledge of ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇, no such claims are threatened. (b) Schedule 3.3(b)(i) sets forth a complete list of the direct and indirect subsidiaries of the Company as of the Effective Date, current capital and equity structure, and the jurisdiction of organization of each such subsidiary. Schedule 3.3(b)(ii) sets forth a complete list of the direct and indirect subsidiaries of the Company as of the Closing Date, capital and equity structure as of the Closing Date, and the jurisdiction of organization of each such subsidiary. For purposes of this Agreement, the term “Subsidiaries” (and each individually, a “Subsidiary”) means (i) prior to the Restructuring, those entities set forth on Schedule 3.3(b)(i), and (ii) subsequent to the Restructuring, those entities set forth on Schedule 3.3(b)(ii). Each Subsidiary is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each Subsidiary is duly qualified to do business in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not have a Material Adverse Effect. No Subsidiary is in default under or in violation of any provision of its bylaws, operating agreement or other charter document, as applicable. Each Subsidiary that is an Acquired Company has full company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. As of the Effective Date and the Closing Date, the Company directly or indirectly owns all of the outstanding Equity Interests of each Subsidiary indicated on Schedule 3.3(b)(i) and Schedule 3.3(b)(ii), respectively, free and clear of all Liens, except as set forth on Schedule 3.3(b)(iv). All of the Equity Interests of each Subsidiary have been validly issued, are fully paid, and have been issued without violation of any preemptive right or other right to purchase. There are no voting trusts, stockholder agreements, proxies, understandings or other Contracts with respect to the voting of the Equity Interests or other ownership interests of the Subsidiaries. Other than as set forth on Schedules 3.3(b)(i), Schedule 3.3(b)(ii), Schedule 3.3(b)(iii) and as described in Schedule D, the Subsidiaries (i) do not have, and have never had, any direct or indirect Subsidiaries; (ii) do not hold, and have never held, any stock or other equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) Equity Interest in any personother Person or any securities convertible or exchangeable into stock or any other ownership interests of any other Person. For purposes of this Agreement, the “Acquired Companies”, and each individually an “Acquired Company,” means (i) prior to the Restructuring, the Company and each of the Subsidiaries listed on Schedule 3.3(b)(i), other than J&S Jamaica and PT Mexico Services, and (ii) subsequent to the Restructuring, the Company and each of the Subsidiaries listed on Schedule 3.3(b)(ii), other than J&S Jamaica and PT Mexico Services. (c) Other The copies of (i) the current articles of incorporation and current bylaws (or similar documents under the law of their jurisdiction) of the Subsidiaries, other than this J&S Jamaica and PT Mexico Services, that have been delivered to Buyer on or before the Effective Date reflect all amendments made thereto and are correct and complete copies of the operative documents of such Subsidiaries as of the Effective Date, and (ii) the corporate books of the Subsidiaries, other than J&S Jamaica and PT Mexico Services, that will have been delivered to Buyer on or before the Closing Date will be correct, complete and up to date and will correctly reflect all matters relating to the Restructuring. This Agreement and the Governing Documents Ancillary Agreements to which the Subsidiaries are a party will have been duly executed and delivered by the Subsidiaries and will constitute the valid and binding agreements of the CompanySubsidiaries, the Units are not subject to any voting trust agreement enforceable against them in accordance with their terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend Laws affecting creditors’ rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closinggenerally and by general equitable principles. (d) The Company does not As of the Closing Date, all legal and statutory formalities for the transfer of J&S Audio Visual DR will have any subsidiaries been duly and does not ownfully satisfied. In this regard, directly or indirectlythe Seller, any equity interests in any other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreedwith the execution of this Agreement, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation waives the exercise of any personright that it may have over the shares of J&S Audio Visual DR on the occasion of this transaction, including any preferential right to purchase the same.

Capitalization; Subsidiaries. (a) Seller has goodThe authorized capital stock of the Company consists of 500 shares of common stock, no par value, of which 331 shares are issued and outstanding (the "Company Stock") to the Stockholder. Other than common stock, there are no other classes, series or types of stock for the Company. The Stockholder holds good and marketable and valid title to the Unitssuch Company Stock, free and clear of all liens, agreements, voting trusts, proxies and other arrangements or restrictions of any Lienskind whatsoever (other than normal restrictions on transfer under applicable federal and state securities laws). All issued and outstanding shares of Company Stock have been duly authorized and were validly issued, are fully paid and nonassessable, are not subject to any right of rescission, are not subject to preemptive rights by statute, the Articles of Incorporation or Bylaws of Company, or any agreement or document to which Company is a party or by which it is bound and have been offered, issued, sold and delivered by Company in compliance with all registration or qualification requirements (or applicable exemptions therefrom) of applicable federal and state securities laws. The Company is not under any obligation to register under the sole record and beneficial owner thereofSecurities Act any of its presently outstanding securities or any securities that may be subsequently issued. Assuming Purchaser has the requisite power and authority to be the lawful owner of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer There is no liability for dividends accrued but unpaid with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any LiensCompany's outstanding securities. (b) Except for the Units, there There are no existing (i) options, warrants, calls, preemptive rights, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company to issue, transfer or sell any shares of capital stock or other voting securities of, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation of, and are not subject to, any preemptive, subscription, purchase options, rights of first refusal or similar rights under any provision of applicable Law, the Governing Documents of the Company or any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests interest in, the Company or (C) any Voting Debtsecurities convertible into or exchangeable for such shares or equity interests, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder contractual obligations of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock of the Company or other equity interest (iii) voting trusts or similar agreements to make any investment (in which the form Company is a party with respect to the voting of a loan, the capital contribution or otherwise) in any personstock of the Company. (c) Other than this Agreement and the Governing Documents of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does not owndirect or indirect Subsidiaries or any interest, directly direct or indirectlyindirect, any equity interests in any corporation, partnership, joint venture or other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any personbusiness entity.

Capitalization; Subsidiaries. (a) Seller Schedule 5.3(a) sets forth (i) the number of authorized Equity Securities of the Company, and (ii) the number of issued and outstanding Equity Securities of the Company and the holders thereof, all of which are owned by Sellers and constitute the Purchased Equity. All of the Purchased Equity (1) has goodbeen duly authorized, marketable (2) is validly issued, fully paid, and non‑assessable, (3) was issued in compliance with or pursuant to an exemption from all applicable federal and state securities laws, (4) was not issued in violation of any preemptive rights or any purchase option, call option, right of first refusal, or offer or other similar right, and (5) is owned beneficially and of record by Sellers as set forth on Schedule 5.3(a), free and clear of all Liens other than restrictions on transfer imposed by applicable securities laws. At the Closing, Sellers will transfer and deliver to Buyer good and valid title to the UnitsPurchased Equity, free and clear of any Liensand all Liens other than restrictions on transfer imposed by applicable securities laws. As of the Closing, the Company has not declared any dividend or other distribution on any of its Equity Securities which has not been paid in full, and the Company is the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority not obligated to be the lawful owner of the Units, upon delivery pay any distribution or dividend to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by any Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liens. (b) Except for the UnitsPurchased Equity, there are no issued, outstanding, or reserved for issuance (i) shares of capital stock or other voting securities of, or equity interests in, Equity Securities of the Company, issued(ii) securities of the Company convertible into or exercisable or exchangeable for shares of capital stock or other voting securities or Equity Securities of the Company, reserved for issuance (iii) options, warrants, rights, agreements, or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation ofcommitments of any kind to acquire from the Company, and are not subject toor other obligation of the Company to issue, sell, transfer, repurchase, or redeem, any preemptive, subscription, purchase options, rights shares of first refusal capital stock or similar rights under any provision of applicable Law, the Governing Documents other voting securities or Equity Securities of the Company or securities convertible into or exercisable or exchangeable for shares of capital stock or other voting securities or Equity Securities of the Company, or (iv) stock appreciation rights, performance shares, “phantom” stock, profit participation rights, or other similar rights or securities that are derivative of or provide economic benefits based directly or indirectly on the value or price of any Contract to which capital stock or other voting security or Equity Security of the Company (the Purchased Equity, together with the items described in the immediately preceding clauses (i), (ii), (iii), and (iv), being referred to, collectively, as the “Company Securities”). (c) Neither the Company nor any Seller is subject, bound or a party to or otherwiseotherwise bound by any voting trust, proxy, or other agreement with respect to the issuance, sale, voting, transfer, or other disposition of any Company Securities. There are no outstanding bonds, debentures, notes notes, or other indebtedness Indebtedness of the Company having Company, the holders of which have the right to vote (or that which are convertible into, into or exercisable or exchangeable for, interests or for securities having the right to vote) on any matters on which holders the equityholders of the Units, respectively, Company may vote (“Voting Debt”)vote. There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible accrued or exchangeable securities unpaid dividends or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock or other equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any person. (c) Other than this Agreement and the Governing Documents of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating distributions with respect to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the ClosingPurchased Equity. (d) The Company does not have any subsidiaries Subsidiaries and does not ownown or hold the right to acquire any stock, directly membership interest, partnership interest, joint venture interest, or indirectlyother Equity Securities of, or otherwise have any ownership interest in, any equity interests in any other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any personPerson.

Capitalization; Subsidiaries. (a) Seller has goodSection 2.5(a) of the Disclosure Schedule sets forth a true, marketable correct and valid title complete list of the authorized, issued and outstanding shares of Company Capital Stock and the name and number of shares of Company Capital Stock held of record by each Stockholder, together with the holders of Stock Options (including the vesting schedule, per share exercise price thereof and number of shares of Common Stock subject thereto), in each case as of the date hereof. All of the issued and outstanding shares of Company Capital Stock have been duly authorized, are validly issued, fully paid and nonassessable, have been issued in compliance with any preemptive or similar rights, and are owned of record by the Stockholders, and all shares of Common Stock that may be issued upon conversion of shares of Preferred Stock or Stock Options prior to the UnitsEffective Time shall have been duly authorized, free shall be validly issued, fully paid and clear of any Liensnonassessable, and is the sole record shall have been issued in compliance with any preemptive or similar rights. Except for this Agreement and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to as may be the lawful owner set forth on Section 2.5(a) of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liens. (b) Except for the UnitsDisclosure Schedule, there are no shares of capital stock outstanding options, warrants, rights (pre-emptive or otherwise), contracts, pledges, calls, puts, rights to subscribe, conversion rights or other voting securities ofcontracts, agreements or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation of, and are not subject to, any preemptive, subscription, purchase options, rights of first refusal or similar rights under any provision of applicable Law, the Governing Documents of the Company or any Contract commitments to which the Company is subject, bound or a party or otherwisewhich are binding upon the Company providing for the issuance, disposition or acquisition of any of its equity or any rights or interests convertible, exchangeable or exercisable therefor or giving any Person the right to receive any economic benefit or right similar to or derived from the economic benefits or rights accruing to holders of Company Capital Stock, or convertible into, exchangeable or exercisable for any of the foregoing. The Company has complied with all applicable Laws in connection with the issuance of its securities. Except as set forth on Section 2.5(a) of the Disclosure Schedule, there are no outstanding or authorized equity appreciation, phantom stock or similar rights with respect to the Company. There are no outstanding bonds, debentures, notes or other indebtedness debt securities of the Company having or any of its Subsidiaries that have the right to vote (vote, or that are convertible into, or exchangeable into or exercisable or exchangeable for, interests or for securities having the right to vote) , on any matters on which holders Company Stockholders may vote. (b) Section 2.5(b) of the UnitsDisclosure Schedule sets forth a true, respectively, may vote (“Voting Debt”)correct and complete list of the Company’s Subsidiaries. There are no All of the issued and outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting equity securities ofof the Company’s Subsidiaries have been duly authorized, are validly issued, fully paid and nonassessable, and the Company holds, directly or equity interests inindirectly, the Company, (B) any security convertible into, or exercisable or exchangeable for, record and beneficial title in all of the shares of capital stock or other voting equity securities ofof each of its Subsidiaries, free and clear of all Encumbrances, other than Permitted Encumbrances of the type described in clauses (a), (b), or (g) of the definition thereof. Except as set forth on Section 2.5(b) of the Disclosure Schedule, there are no other issued and outstanding shares of capital stock or equity interests inof any Subsidiary of the Company, the Company or securities convertible into or exchangeable or exercisable for shares of capital stock or equity interests, outstanding, and there are no outstanding options, warrants, rights (C) any Voting Debtpre-emptive or otherwise), (ii) pursuant contracts, pledges, calls, puts, rights to subscribe, conversion rights or other contracts, agreements or commitments to which Seller such Subsidiary is a party or which are binding upon such Subsidiary providing for the Company is issuance, disposition or may become obligated to issueacquisition of any of its equity or any rights or interests convertible, grant, extend exchangeable or enter into exercisable therefor or giving any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person Person the right to receive any economic benefit or right similar to or derived from the economic benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder holders of capital stock of such Subsidiary, or convertible into, exchangeable or exercisable for any of the Unitsforegoing. There Except as set forth on Section 2.5(b) of the Disclosure Schedule, none of the Company nor any of its Subsidiaries owns, directly or indirectly, any capital stock, partnership interest, joint venture interest or other capital or equity interest in any other Person, and there are no Contracts to which obligations, contingent or otherwise, of the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock or other equity interest or of its Subsidiaries to make any investment in (in the form of a loan, capital contribution or otherwise) in any personPerson or provide any guarantee with respect to the obligations of any Person other than any of the Company’s Subsidiaries that are wholly-owned by the Company or its Subsidiaries. (c) Other than this Agreement Except pursuant to the Company Charter and the Governing Documents Stockholders Agreements, there are no stockholder agreements, voting trusts, proxies or any other agreements or understandings with respect to the voting of the Company, capital stock or other equity interests of the Units are not Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is subject to any voting trust agreement obligation or requirement to make any investment (in the form of a loan or capital contribution) in any Person (other than the Company or its Subsidiaries). There are no bonds, debentures, notes or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition debt securities of the Units Company or (ii) containing any information rightsof its Subsidiaries that have the right to vote, registration rightsor that are convertible or exchangeable into or exercisable for securities having the right to vote, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closingon any matters on which Stockholders may vote. (d) The treatment upon the effectiveness of the Merger of the Common Stock, the Preferred Stock, and the Stock Options as set forth in this Agreement is in accordance with the Company does not Charter, the Company’s by-laws, and all other organizational documents of the Company, the applicable Company Incentive Plans and each applicable award agreement thereunder, the Stockholders Agreements, and the DGCL and any other applicable Law, as applicable. The consideration payable to the Sellers pursuant to the Merger Agreement (including as allocated pursuant to the Allocation Schedule) is allocated among the holders of the capital stock of the Company in accordance with the provisions of the Company Charter. None of Parent, the Surviving Corporation, or any other Person shall have any subsidiaries obligation in respect of the Common Stock, the Preferred Stock, or the Stock Options following payments of the amounts provided for in Section 1.6 (subject to the adjustments provided for in Section 1.11) or the allocation thereof pursuant to the Allocation Schedule. At the Closing, the Allocation Schedule shall be complete and does not owncorrect in all respects. (e) Except for the payments and distributions contemplated pursuant to this Agreement or any Ancillary Agreement contemplated hereby and any payments made with respect to Dissenting Shares, directly none of the Sellers, nor any of the Company’s or indirectlyits Subsidiaries’ current or former officers, directors, employees or independent contractors has any right to receive any payment or distribution from the Company or any of its Subsidiaries in respect of Company Capital Stock or other equity interests in held thereby as a result of the consummation of the Merger. Following the Closing, no holder of any other person Stock Option shall have any right thereunder to acquire any capital stock of the Company or any interest convertible into an equity interest in of its Affiliates (including the Surviving Corporation), or of Parent or any other person. The Company has not of its Affiliates (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any personincluding Acquisition Corp.).

Capitalization; Subsidiaries. (a) Seller has good, marketable and valid title to the Units, free and clear of any Liens, and is the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner The authorized capital stock of the UnitsCompany consists of 500,000,000 shares of common stock no par value, upon delivery to Purchaser at of which 10,000,000 share are issued and outstanding (the Closing “Company Stock”) and are owed or record as set forth in Exhibit A and 50,000,000 shares of a certificate preferred stock no par value of transfer with respect to which zero shares are issued and outstanding. Oher than the Units, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liens. (b) Except for the UnitsCompany Stock, there are no other classes, series or types of equity for the Company. All issued and outstanding shares of capital stock or other voting securities of, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units Company Stock have been duly authorized and were validly issued and issued, are fully paid and non-assessable. The Units have not been issued in violation ofnonassessable, and are not subject toto any right of rescission, any preemptive, subscription, purchase options, are not subject to preemptive rights of first refusal or similar rights under any provision of applicable Lawby statute, the Governing Documents Articles of the Company or any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller Incorporation or the Company is or may become obligated to issue, deliver or sell (A) any additional shares bylaws of capital stock or other voting securities of, or equity interests in, the Company, (B) or any security convertible into, agreement or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts document to which the Company is a party or by which it is bound and have been offered, issued, sold and delivered by the Company in compliance with all registration or qualification requirements (or applicable exemptions therefrom) of applicable federal and state securities laws. The Company is not under any obligation to register under the Securities Act any of its presently outstanding securities or any securities that require may be subsequently issued. There is no liability for dividends accrued but unpaid with respect to the Company’s outstanding securities. (b) There are no existing (i) options, warrants, calls, preemptive rights, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company to registerissue, transfer or sell any units of membership interests or other equity interest in, the Company or securities convertible into or exchangeable for such units of membership interests or equity interests, (ii) contractual obligations of the Company to repurchase, redeem or otherwise acquire any capital stock units of membership interest of the Company or other equity interest (iii) voting trusts or similar agreements to make any investment (in which the form Company is a party with respect to the voting of a loan, capital contribution or otherwise) in any personthe Company Stock. (c) Other than this Agreement and the Governing Documents of the CompanyExcept for an interest in Kite Broadband, LLC, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does not owndirect or indirect Subsidiaries or any interest, direct or indirect, in any corporation, partnership, joint venture or other business entity. For purposes of this Agreement, the term “Subsidiary” of a Person means any corporation or other legal entity of which such Person (either alone or through or together with any other Subsidiary) owns, directly or indirectly, any more than 50% of the stock or other equity interests in any the holders of which are generally entitled to vote for the election of the board of directors or other person governing body of such corporation or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any personlegal entity.

Capitalization; Subsidiaries. (a) Seller has goodAs of the date hereof, marketable (i) the authorized share capital of Squirrel HoldCo is US$50,000 divided into 500,000,000 Squirrel HoldCo Ordinary Shares, 20,000,000 of which are issued and valid title to the Units, free and clear of any Liensoutstanding, and (ii) the authorized share capital of Squirrel Cayman is the sole record US$50,000 divided into 500,000,000 Squirrel Cayman Ordinary Shares, 20,000,000 of which are issued and beneficial owner thereofoutstanding. Assuming Purchaser has the requisite power and authority to be the lawful owner As of the Unitsdate hereof, upon delivery to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, no Squirrel HoldCo Ordinary Shares or Squirrel Cayman Ordinary Shares are held as treasury shares. All issued and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable outstanding Squirrel HoldCo Ordinary Shares and valid title to the Units will pass to Purchaser, free and clear of any Liens. Squirrel Cayman Ordinary Shares (bi) Except for the Units, there are no shares of capital stock or other voting securities of, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units ; (ii) have been offered, sold and issued in compliance with applicable Law, and all requirements set forth in (A) Governing Documents of Squirrel HoldCo or Squirrel Cayman as applicable, and (B) any other applicable contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Governing Documents of Squirrel HoldCo or Squirrel Cayman, as applicable, or any contracts to which Squirrel HoldCo or Squirrel Cayman is a party or otherwise bound. (b) Except as set forth in Section 4.4(a) and Schedule 4.4(b) of the Squirrel Disclosure Letter, each Squirrel Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable for capital shares of such Squirrel Company, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional capital shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of capital shares or other equity interests of such Squirrel Company or the value of which is determined by reference to capital shares or other equity interests of such Squirrel Company, and there are no voting trusts, proxies or agreements of any kind which may obligate such Squirrel Company to issue, purchase, register for sale, redeem or otherwise acquire any capital shares or other equity interests. (c) The Parent Ordinary Shares to be issued to the Squirrel HoldCo Shareholders immediately prior to the Reorganization Effective Time and the Parent Ordinary Shares to be issued to the Company Shareholders immediately prior to the Merger Effective Time, when issued in accordance with the terms hereof, shall be duly authorized and validly issued, fully paid and nonassessable and issued in compliance with Cayman Companies Act, all applicable Laws and not subject to, and not issued in violation of, any preemptive, subscriptionLien, purchase optionsoption, rights call option, right of first refusal refusal, preemptive right, subscription right or any similar rights right under any provision of applicable Law, the Governing Documents memorandum and articles of the Company association of Parent or any Contract contract to which the Company Parent is subject, bound or a party or otherwiseotherwise bound. There are no outstanding bonds, debentures, notes or other indebtedness of the Company Parent having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on matter for which holders the Parent’s shareholders may vote. To the Knowledge of Squirrel HoldCo, none of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant Parent Ordinary Shares to which Seller be issued to the Squirrel HoldCo Shareholders immediately prior to the Reorganization Effective Time or the Company is or may become obligated Parent Ordinary Shares to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, be issued to the Company or (C) any Voting DebtShareholders immediately prior to the Merger Effective Time, (ii) pursuant to which Seller or the Company is or may become obligated to issuewill, grantupon their issuance, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock or other equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any person. (c) Other than this Agreement and the Governing Documents of the Company, the Units are not subject to any proxies, voting trust agreement or other Contractagreements, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements voting trusts or other similar arrangements which affect the rights that of holder(s) to vote such securities, nor are any shareholder agreements, buy-sell agreements, restricted share purchase agreements, share purchase agreements, warrant purchase agreements, stock issuance agreements, stock option agreements, rights of first refusal or other similar agreements, in each case, to which Parent is a party, existing as of the date hereof with respect to such securities which in any manner would survive affect the Closing unless terminated title of any holder(s) to such securities or amended prior the rights of any holder(s) to sell the Closingsame free and clear of all Liens. (d) The Schedule 4.4(d) of the Squirrel Disclosure Letter accurately sets forth the name and place of incorporation or formation of each Subsidiary of Squirrel HoldCo as of the date hereof. As of the date hereof, each such Subsidiary is directly or indirectly wholly owned by Squirrel HoldCo. Each Squirrel Company’s issued and outstanding shares have been, to the extent applicable, duly authorized and validly issued and are fully paid and non-assessable. As of the date hereof, each Squirrel Company does has not granted any outstanding options, share appreciation rights, warrants, rights or other securities convertible into or exchangeable or exercisable for Squirrel HoldCo Ordinary Shares or Squirrel Cayman Ordinary Shares. There are no agreements requiring any Squirrel Company to issue, purchase, redeem or otherwise acquire, or transfer, sell or otherwise dispose of any shares or other securities of any Squirrel Company, including any options, subscriptions, rights, warrants, calls or other similar commitments or agreements relating thereto, or any share appreciation rights or securities convertible into or exchangeable or exercisable for Squirrel HoldCo Ordinary Shares or Squirrel Cayman Ordinary Shares, or any commitments or agreements the value of which is determined by reference to the Squirrel HoldCo Ordinary Shares or the Squirrel Cayman Ordinary ▇▇▇▇▇▇.▇▇ the Knowledge of Squirrel HoldCo, no shares or other securities of any Squirrel Company, are subject to any proxies, voting agreements, voting trusts or other similar arrangements which affect the rights of holder(s) to vote such securities, nor are any stockholder agreements, buy-sell agreements, restricted share purchase agreements, equity purchase agreements, warrant purchase agreements, stock issuance agreements, stock option agreements, rights of first refusal or other similar agreements, in each case, to which a Squirrel Company is a party, existing as of the date hereof with respect to such securities which in any manner would affect the title of any holder(s) to such securities or the rights of any holder(s) to sell the same free and clear of all Liens. (e) Merger Sub is a newly incorporated Cayman Islands exempted company, incorporated solely for the purpose of engaging in the transactions contemplated by this Agreement. Merger Sub has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated by this Agreement. Merger Sub is a direct wholly-owned Subsidiary of Squirrel Cayman. Merger Sub has no Subsidiaries. (f) Except for the activities, obligations or liabilities incurred in connection with its organization, and the transactions contemplated by this Agreement, Merger Sub has not, and will not have any subsidiaries and does not ownprior to the Merger Effective Time, incurred, directly or indirectlyindirectly through any Subsidiary or Affiliate, any equity interests obligations or liabilities or engaged in any other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation business activities of any persontype or kind whatsoever or entered into any agreements or arrangements with any Person.

Capitalization; Subsidiaries. (a) Seller has goodThe entire authorized, marketable and valid title to the Unitsissued, free and clear of any Liens, and is the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner designated or outstanding equity interests of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt Company consist solely of the Closing Date Purchase PriceMembership Interests, goodone hundred percent (100%) of which are directly owned, marketable beneficially and valid title to of record, by the Units will pass to PurchaserSeller as set forth on Section 3.3(a) of the Disclosure Schedule. All of the Membership Interests are validly issued, free fully paid and clear of any Liensnonassessable. The Membership Interests are not represented by physical certificates and no physical certificates have ever been issued in respect thereof. (b) Except for None of the UnitsMembership Interests are subject to, there are no shares of capital stock or other voting securities of, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been nor were they issued in violation of, and are not subject toany federal or state securities Law, any preemptivepurchase, subscriptionprofits interest, purchase optionsoption, rights call option, warrant, right of first refusal refusal, first offer, co-sale or participation, preemptive right, subscription right or any similar rights under any provision right. The execution and delivery of applicable Law, this Agreement and the Governing other Transaction Documents and the consummation of the transactions contemplated hereby and thereby do not implicate any rights or obligations under the Limited Liability Company Agreement that have not been complied with or any Contract to which waived. (c) Except as set forth in Section 3.3(c) of the Company is subjectDisclosure Schedule, bound or a party or otherwise. There (i) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrantssecurities, options, warrants, profits interests, calls, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments obligations of any kind (contingent or undertakings (other than this Agreementotherwise) (i) pursuant to which Seller or the Company is a party or may become obligated by which it is bound obligating the Company to issue, deliver or sell (A) any additional shares of capital stock equity securities or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable into or exchangeable for, shares for equity securities of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or obligating the Company is or may become obligated to issue, grant, extend or enter into any such warrantsecurity, option, rightwarrant, unitprofits interest, securitycall, commitment right or undertaking or obligation, (iiiii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There there are no Contracts to which the Company is a party that require outstanding obligations of the Company to register, repurchase, redeem or otherwise acquire any capital stock or other equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any person. (c) Other than this Agreement and the Governing Documents of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does not ownacquire, directly or indirectly, any securities (or options or warrants to acquire any such securities) of the Company, (iii) the Company is not a party to or bound by any Contract granting any equity, warrant, option, equity interests appreciation, phantom equity, profit participation or similar right or any participation right in the revenue or profits of the Company and (iv) there are no Contracts with respect to the (A) voting of any other person equity securities of the Company (including any proxy or director nomination rights) or (B) transfer of, or transfer restrictions on, any equity securities of the Company. There are no declared or accrued but unpaid dividends with respect to any Membership Interests. (d) Section 3.3(d) of the Disclosure Schedule sets forth (i) a complete and accurate list of all of the direct and indirect Subsidiaries of the Company and (ii) each equity or similar interest in, or any interest convertible into an or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business associate or entity owned directly or indirectly by the Company Group. All of the outstanding equity interests of each Subsidiary are directly owned of record by the Company or another Subsidiary of the Company, free and clear of any Liens, other than Permitted Liens. No Person other than the Company or another Subsidiary of the Company has any ownership or other rights of any kind in or with respect to or based upon any equity interests of the Company’s Subsidiaries. There are no preemptive or other outstanding rights, options, warrants, phantom equity interests, conversion rights, stock appreciation rights, profit participation rights, redemption rights, repurchase rights, rights of first offer, rights of first refusal, Contracts, agreements, arrangements or commitments of any character under which any member of the Company Group is or may become obligated to issue or sell, or give any Person a right to subscribe for or acquire, or in any way dispose of, any shares of equity interests, or any securities or obligations exercisable or exchangeable for or convertible into any shares of equity interests, of any member of the Company Group, and no securities or obligations evidencing such rights are authorized, issued or outstanding. (e) All of the outstanding equity interests of the Option Companies are directly owned of record by the Seller or Owners, free and clear of any Liens, other personthan Permitted Liens. The Company No Person other than the Seller or Owners has not (i) agreed, nor is it obligated, to make any future investment ownership or other rights of any kind in or capital contribution with respect to or based upon any person equity interests of the Subsidiaries. There are no preemptive or (ii) guaranteed and is not responsible other outstanding rights, options, warrants, phantom equity interests, conversion rights, stock appreciation rights, profit participation rights, redemption rights, repurchase rights, rights of first offer, rights of first refusal, Contracts, agreements, arrangements or liable for any obligation commitments of any personcharacter under which any Option Company is or may become obligated to issue or sell, or give any Person a right to subscribe for or acquire, or in any way dispose of, any shares of equity interests, or any securities or obligations exercisable or exchangeable for or convertible into any shares of equity interests, of any Option Company, and no securities or obligations evidencing such rights are authorized, issued or outstanding. (f) At least two (2) Business Days prior to the Closing Date, the Owners, the Seller and the Company completed, or caused their respective Affiliates (as applicable) to complete, the Pre-Closing Reorganization in accordance with the steps set forth on Exhibit A-1 and validly assigned to the Company Group each of the assets set forth on Exhibit A-2.

Capitalization; Subsidiaries. (a) Seller Each E▇▇▇▇▇▇ Contributed Subsidiary has goodbeen duly organized, marketable is validly existing and valid title (where applicable) in good standing under the laws of its jurisdiction of organization, has all organizational powers required to carry on its business as now conducted and as proposed to be conducted upon consummation of the Pre-Closing Restructuring. Each E▇▇▇▇▇▇ Contributed Subsidiary is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified would not reasonably be expected to be, individually or in the aggregate, material to the Units, free and clear of any Liens, and is the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any LiensEcho Business. (b) Except for the UnitsThe authorized, there are no shares of issued and outstanding capital stock or other equity interests of Newco and Merger Subsidiary is set forth on Section ‎4.05(b) of the E▇▇▇▇▇▇ Disclosure Schedule. All of the outstanding capital stock of or other voting securities of, or equity ownership interests in, Newco, Merger Subsidiary and each E▇▇▇▇▇▇ Contributed Subsidiary is owned by E▇▇▇▇▇▇, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the Companyright to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation of, and are not subject to, any preemptive, subscription, purchase options, rights outstanding (i) securities of first refusal or similar rights under any provision of applicable Law, the Governing Documents of the Company E▇▇▇▇▇▇ or any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are its Subsidiaries convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity ownership interests in, the Company Newco, Merger Subsidiary or (C) any Voting DebtE▇▇▇▇▇▇ Contributed Subsidiary, (ii) pursuant warrants, calls, options or other rights to which Seller acquire from E▇▇▇▇▇▇ or the Company is any of its Subsidiaries, or may become obligated other obligations of E▇▇▇▇▇▇ or any of its Subsidiaries to issue, grantany capital stock or other voting securities of, extend or enter into ownership interests in, or any such warrantsecurities convertible into, optionor exchangeable for, rightany capital stock or other voting securities of, unitor ownership interests in, securityNewco, commitment Merger Subsidiary or undertaking any E▇▇▇▇▇▇ Contributed Subsidiary or (iii) that give any person the right to receive any benefits restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights similar that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or other voting securities of, or ownership interests in, Newco, Merger Subsidiary or any E▇▇▇▇▇▇ Contributed Subsidiary (the items in clauses (i) through (iii) being referred to any rights enjoyed by or accruing to Seller collectively as the sole holder of the Units“E▇▇▇▇▇▇ Contributed Subsidiary Securities”). There are no Contracts outstanding obligations of E▇▇▇▇▇▇ or any of its Subsidiaries to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any of the E▇▇▇▇▇▇ Contributed Subsidiary Securities. Except for the capital stock or other equity interest voting securities of, or to make any ownership interests in, its Subsidiaries and publicly traded securities held for investment (in the form of a loan, capital contribution or otherwise) in any person. (c) Other than this Agreement and the Governing Documents which do not exceed 5% of the Companyoutstanding securities of any Person, the Units are not subject to none of Newco, Merger Subsidiary nor any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does not ownE▇▇▇▇▇▇ Contributed Subsidiary owns, directly or indirectly, any equity capital stock or other voting securities of, or ownership interests in, any Person. (c) With respect to each E▇▇▇▇▇▇ Contributed Subsidiary that is organized after the date hereof, the representations and warranties in any other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor this Section ‎4.05 shall be deemed to have been made on the date such E▇▇▇▇▇▇ Contributed Subsidiary is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any personorganized rather than the date hereof.

Capitalization; Subsidiaries. (a) Seller has goodThe authorized capital stock of the Company consists of 1,000 shares of common stock, no par value, of which 100 shares are issued and outstanding (the “Company Stock”) to the individuals listed in Section 2.2 of the Company Disclosure Letter. Other than common stock, there are no other classes, series or types of stock for the Company. The Stockholders hold good and marketable and valid title to the Unitssuch Company Stock, free and clear of all liens, agreements, voting trusts, proxies and other arrangements or restrictions of any Lienskind whatsoever (other than normal restrictions on transfer under applicable federal and state securities laws). All issued and outstanding shares of Company Stock have been duly authorized and were validly issued, are fully paid and nonassessable, are not subject to any right of rescission, are not subject to preemptive rights by statute, the Articles of Incorporation or Bylaws of Company, or any agreement or document to which Company is a party or by which it is bound and have been offered, issued, sold and delivered by Company in compliance with all registration or qualification requirements (or applicable exemptions therefrom) of applicable federal and state securities laws. The Company is not under any obligation to register under the sole record and beneficial owner thereofSecurities Act any of its presently outstanding securities or any securities that may be subsequently issued. Assuming Purchaser has the requisite power and authority to be the lawful owner of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer There is no liability for dividends accrued but unpaid with respect to the Units, duly endorsed by Seller, and upon SellerCompany’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liensoutstanding securities. (b) Except for the Units, there There are no existing (i) options, warrants, calls, preemptive rights, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company to issue, transfer or sell any shares of capital stock or other voting securities of, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation of, and are not subject to, any preemptive, subscription, purchase options, rights of first refusal or similar rights under any provision of applicable Law, the Governing Documents of the Company or any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests interest in, the Company or (C) any Voting Debtsecurities convertible into or exchangeable for such shares or equity interests, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder contractual obligations of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock of the Company or other equity interest (iii) voting trusts or similar agreements to make any investment (in which the form Company is a party with respect to the voting of a loan, the capital contribution or otherwise) in any personstock of the Company. (c) Other than this Agreement and the Governing Documents of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does not owndirect or indirect Subsidiaries or any interest, direct or indirect, in any corporation, partnership, joint venture or other business entity. For purposes of this Agreement, the term “Subsidiary” of a Person means any corporation or other legal entity of which such Person (either alone or through or together with any other Subsidiary) owns, directly or indirectly, any more than 50% of the stock or other equity interests in any the holders of which are generally entitled to vote for the election of the board of directors or other person governing body of such corporation or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any personlegal entity.

Capitalization; Subsidiaries. (a) Seller has goodThe authorized capital stock of the Company consists of 1,000 shares of common stock, of which 100 shares are issued and outstanding (the "Company Stock") to Syrei Limited. Other than common stock, there are no other classes, series or types of stock for the Company. The Stockholder holds good and marketable and valid title to the Unitssuch Company Stock, free and clear of all liens, agreements, voting trusts, proxies and other arrangements or restrictions of any Lienskind whatsoever (other than normal restrictions on transfer under applicable federal and state securities laws). All issued and outstanding shares of Company Stock have been duly authorized and were validly issued, are fully paid and nonassessable, are not subject to any right of rescission, are not subject to preemptive rights by statute, the Memorandum of Association and Articles of Association of Company, or any agreement or document to which Company is a party or by which it is bound and have been offered, issued, sold and delivered by Company in compliance with all registration or qualification requirements (or applicable exemptions there from) of applicable securities laws. The Company is not under any obligation to register under the sole record and beneficial owner thereofUS Securities Act any of its presently outstanding securities or any securities that may be subsequently issued. Assuming Purchaser has the requisite power and authority to be the lawful owner of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer There is no liability for dividends accrued but unpaid with respect to the Units, duly endorsed by Seller, and upon SellerCompany’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liensoutstanding securities. (b) Except for the Units, there There are no existing (i) options, warrants, calls, preemptive rights, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company to issue, transfer or sell any shares of capital stock or other voting securities of, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation of, and are not subject to, any preemptive, subscription, purchase options, rights of first refusal or similar rights under any provision of applicable Law, the Governing Documents of the Company or any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests interest in, the Company or (C) any Voting Debtsecurities convertible into or exchangeable for such shares or equity interests, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder contractual obligations of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock of the Company or other equity interest (iii) voting trusts or similar agreements to make any investment (in which the form Company is a party with respect to the voting of a loan, the capital contribution or otherwise) in any personstock of the Company. (c) Other than this Agreement and the Governing Documents of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does not owndirect or indirect Subsidiaries or any interest, direct or indirect, in any corporation, partnership, joint venture or other business entity except Syrei AB, a Swedish corporation. For purposes of this Agreement, the term "Subsidiary" of a Person means any corporation or other legal entity of which such Person (either alone or through or together with any other Subsidiary) owns, directly or indirectly, any more than 50% of the stock or other equity interests in any the holders of which are generally entitled to vote for the election of the board of directors or other person governing body of such corporation or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any personlegal entity.

Capitalization; Subsidiaries. (a) Seller Each ▇▇▇▇▇▇▇ Contributed Subsidiary has goodbeen duly organized, marketable is validly existing and valid title (where applicable) in good standing under the laws of its jurisdiction of organization, has all organizational powers required to carry on its business as now conducted and as proposed to be conducted upon consummation of the Pre-Closing Restructuring. Each ▇▇▇▇▇▇▇ Contributed Subsidiary is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified would not reasonably be expected to be, individually or in the aggregate, material to the Units, free and clear of any Liens, and is the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any LiensEcho Business. (b) Except for the UnitsThe authorized, there are no shares of issued and outstanding capital stock or other equity interests of Newco and Merger Subsidiary is set forth on Section 4.05(b) of the ▇▇▇▇▇▇▇ Disclosure Schedule. All of the outstanding capital stock of or other voting securities of, or equity ownership interests in, Newco, Merger Subsidiary and each ▇▇▇▇▇▇▇ Contributed Subsidiary is owned by ▇▇▇▇▇▇▇, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the Companyright to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation of, and are not subject to, any preemptive, subscription, purchase options, rights outstanding (i) securities of first refusal or similar rights under any provision of applicable Law, the Governing Documents of the Company ▇▇▇▇▇▇▇ or any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are its Subsidiaries convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity ownership interests in, the Company Newco, Merger Subsidiary or (C) any Voting Debt▇▇▇▇▇▇▇ Contributed Subsidiary, (ii) pursuant warrants, calls, options or other rights to which Seller acquire from ▇▇▇▇▇▇▇ or the Company is any of its Subsidiaries, or may become obligated other obligations of ▇▇▇▇▇▇▇ or any of its Subsidiaries to issue, grantany capital stock or other voting securities of, extend or enter into ownership interests in, or any such warrantsecurities convertible into, optionor exchangeable for, rightany capital stock or other voting securities of, unitor ownership interests in, securityNewco, commitment Merger Subsidiary or undertaking any ▇▇▇▇▇▇▇ Contributed Subsidiary or (iii) that give any person the right to receive any benefits restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights similar that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or other voting securities of, or ownership interests in, Newco, Merger Subsidiary or any ▇▇▇▇▇▇▇ Contributed Subsidiary (the items in clauses (i) through (iii) being referred to any rights enjoyed by or accruing to Seller collectively as the sole holder of the Units“▇▇▇▇▇▇▇ Contributed Subsidiary Securities”). There are no Contracts outstanding obligations of ▇▇▇▇▇▇▇ or any of its Subsidiaries to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any of the ▇▇▇▇▇▇▇ Contributed Subsidiary Securities. Except for the capital stock or other equity interest voting securities of, or to make any ownership interests in, its Subsidiaries and publicly traded securities held for investment (in the form of a loan, capital contribution or otherwise) in any person. (c) Other than this Agreement and the Governing Documents which do not exceed 5% of the Companyoutstanding securities of any Person, the Units are not subject to none of Newco, Merger Subsidiary nor any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does not own▇▇▇▇▇▇▇ Contributed Subsidiary owns, directly or indirectly, any equity capital stock or other voting securities of, or ownership interests in, any Person. (c) With respect to each ▇▇▇▇▇▇▇ Contributed Subsidiary that is organized after the date hereof, the representations and warranties in any other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor this Section 4.05 shall be deemed to have been made on the date such ▇▇▇▇▇▇▇ Contributed Subsidiary is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any personorganized rather than the date hereof.

Capitalization; Subsidiaries. (a) Seller has good, marketable and valid title to the Units, free and clear of any Liens, and is the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner As of the Unitsdate hereof, upon delivery to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt authorized share capital of the Closing Date Purchase PriceCompany is $600,000.00 and consists of 60,000,000 shares with a par value of $0.01. As of September 30, good2014, marketable (i) 9,139,650 Ordinary Shares were issued and valid title to the Units will pass to Purchaseroutstanding, free (ii) 20,301,592 Class A Shares were issued or outstanding and clear of any Liens. (biii) Except for the Units, there are no shares of were held in treasury. No share capital stock or other voting securities of, or other equity or voting interests in, the Company, or options, warrants or other rights to acquire any such shares or securities were issued, reserved for issuance or outstanding. The Units have been All outstanding shares in the capital of the Company are duly authorized and authorized, validly issued and are issued, fully paid and non-assessable. The Units have assessable and not been issued in violation subject to preemptive rights. (b) There are no outstanding subscriptions, options, warrants, calls, convertible securities or other similar rights, agreements, commitments or contracts of any kind to which the Company or any of its Subsidiaries or, to the Knowledge of the Company, PELSA or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or, to the Knowledge of the Company, PELSA or any of its Subsidiaries is bound obligating the Company, PELSA or any of their respective Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, and are not subject toor other equity or voting interests in, any preemptiveor securities convertible into, subscriptionor exchangeable or exercisable for, purchase optionsshares of capital stock of, rights of first refusal or similar rights under any provision of applicable Lawother equity or voting interests in, the Governing Documents Company, PELSA or any of their respective Subsidiaries or obligating the Company, PELSA or any of their respective Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right or contract. Except for the Power of Attorney and as otherwise set forth in Section 4.2(a), there are no outstanding contractual obligations of the Company or any Contract of its Subsidiaries or, to which the Knowledge of the Company, PELSA or any of its Subsidiaries affecting the voting rights of or requiring the repurchase, redemption, issuance, creation or disposition of any Equity Interests in the Company, PELSA or any of their respective Subsidiaries. Except as set forth in Section 4.2(b) of the Company is subjectDisclosure Schedule, bound since the close of business on September 30, 2014, the Company has not issued any of its shares, or a party securities convertible into or otherwiseexchangeable for such shares or any other Equity Interests in the Company as of such date. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters matter on which holders of the Units, respectively, Company Shareholders may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) vote. (i) pursuant to which Seller Each outstanding share of capital stock of, or other Equity Interests in, each Subsidiary of the Company is or may become obligated to issue, deliver or sell and PELSA and each Subsidiary of PELSA (A) is (to the extent such concept is applicable) duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights, and (B) is owned, directly or indirectly, free and clear of all Liens, by the Company (or in the case of a Subsidiary of PELSA, PELSA) or such other Person listed in Section 4.2(c)(i) of the Company Disclosure Schedule as owning such share. The PELSA Interest is duly recorded in the Stock Registry Book of PELSA in accordance with Law. Section 4.2(c)(i) of the Company Disclosure Schedule contains a correct and complete list as of the date of this Agreement of all the Subsidiaries of the Company, PELSA and all of the Subsidiaries of PELSA (including their names and jurisdictions of organization), the ownership interest of the Company in each of its Subsidiaries, and the ownership interest of any additional other Person or Persons in each Subsidiary of the Company or PELSA or any Subsidiary of PELSA. (ii) Immediately following the Effective Time, Parent or its Subsidiaries will have good title to the PELSA Interests and the outstanding shares of capital stock or other voting securities ofEquity Interests of the Subsidiaries of the Company free and clear of any Liens. The Company has made available to Parent complete and correct copies of the charter and bylaws (or similar organizational documents) of each Subsidiary of the Company and PELSA and each Subsidiary of PELSA (including, for the avoidance of any doubt, the Core PELSA Documents, as amended to date), each as in full force and effect as of the date hereof. Other than the organizational documents and the Core PELSA Documents made available to Parent pursuant to the foregoing sentence, there are no Contracts, arrangements or equity interests inunderstandings which regulate the relationship between the shareholders of any Subsidiary of the Company or PELSA or any Subsidiary of PELSA or the governance of any Subsidiary of the Company or PELSA or any Subsidiary of PELSA. (d) Section 4.2(d) of the Company Disclosure Schedule sets forth the name, jurisdiction of organization and the Company’s or any of its Subsidiaries’ or, to the Knowledge of the Company and as of the date hereof, PELSA’s or any of its Subsidiaries’ percentage ownership of any and all Persons in which the Company, (B) PELSA or any security convertible intoof their respective Subsidiaries owns, or exercisable has the right or exchangeable forobligation to acquire, shares any Equity Interests (other than any Subsidiary of the Company or PELSA) (collectively, the “Investments”). All of the Investments are owned by the Company or one of its Subsidiaries or PELSA or one of its Subsidiaries. All Investments owned by the Company or its Subsidiaries are owned free and clear of all Liens. To the Knowledge of the Company, all of the Investments owned by PELSA or its Subsidiaries are owned free and clear of all Liens. As of the date of this Agreement, except for the capital stock or other Equity Interests of the Subsidiaries of the Company and PELSA, as applicable, and the Investments, neither the Company nor, to the Knowledge of the Company, PELSA, directly or indirectly, owns any capital stock or other voting securities of, or equity securities or interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock or other equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any personPerson. (ce) Other than this Agreement and the Governing Documents None of the Company, PELSA or any of their respective Subsidiaries has entered into any commitment, arrangement or agreement, or are otherwise obligated, to contribute capital, loan money or otherwise provide funds or make additional investments in any other Person. Except for the Units Power of Attorney, there are not subject to any no shareholder agreements, voting trust agreement trusts, proxies or other Contractagreements or understandings to which the Company, including PELSA or any such Contract (i) restricting of their respective Subsidiaries is a party or otherwise by which it is bound relating to the voting, dividend rights voting or disposition registration of any shares of the Units or (ii) containing any information rightsCompany, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does not own, directly or indirectly, any equity interests in any other person PELSA or any interest convertible into an equity interest in of their Subsidiaries or any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any personInvestment.

Capitalization; Subsidiaries. (a) Seller has good, marketable The Selling Member Group owns beneficially and valid title to the Unitsof record, free and clear of any all Liens, and is the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner all of the Unitsissued and outstanding equity securities of the Seller Entities. No Seller Entity has or has ever had any Subsidiaries. No Seller Entity owns or holds the right to acquire any shares of stock or any other security or interest in any other Person or has any obligation to make any investment in any Person. All of the outstanding equity securities of each Seller Entity have been duly authorized, upon delivery to Purchaser at the Closing of a certificate of transfer with respect to the Unitsare validly issued, duly endorsed by Sellerfully paid, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable non-assessable and valid title to the Units will pass to Purchaser, free and clear have been issued without violation of any Liens. (b) Except for the Unitslaw, any applicable Law, preemptive right or other right to purchase. There are no outstanding securities convertible or exchangeable into stock or other ownership interests of any Seller Entity, and there are no shares of capital stock or other voting securities ofoptions, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation of, and are not subject to, any preemptive, subscriptionwarrants, purchase optionsrights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or other agreement that could require a Seller Entity to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any stock or other ownership interests in a Seller Entity. There are no outstanding or authorized equity appreciation, phantom equity, profit participation, or similar rights under any provision of applicable Law, the Governing Documents of the Company or any Contract with respect to which the Company is subject, bound or a party or otherwiseSeller Entity. There are no outstanding bonds, debentures, notes or other indebtedness Indebtedness of the Company having a Seller Entity which have the right to vote (or that are convertible into, into or exercisable or exchangeable for, interests or for securities having the right to vote) on any matters on which holders the members of the Units, respectively, such Seller Entity may vote (“Voting Debt”)vote. There are no outstanding warrantsvoting trusts, optionsproxies, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant agreements with respect to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares voting of capital stock or other voting securities of, or the equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock or other equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any personSeller Entity. (c) Other than this Agreement and the Governing Documents of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does not own, directly or indirectly, any equity interests in any other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any person.

Capitalization; Subsidiaries. (a) Seller has goodThe authorized capital stock of the Company consists of 9,000 shares of common stock, no par value, of which 2,222 shares are issued and outstanding (the “Company Stock”) to the individuals listed in Section 2.2 of the Company Disclosure Letter. Other than common stock, there are no other classes, series or types of stock for the Company. The Stockholders hold good and marketable and valid title to the Unitssuch Company Stock, free and clear of all liens, agreements, voting trusts, proxies and other arrangements or restrictions of any Lienskind whatsoever (other than normal restrictions on transfer under applicable federal and state securities laws). All issued and outstanding shares of Company Stock have been duly authorized and were validly issued, are fully paid and nonassessable, are not subject to any right of rescission, are not subject to preemptive rights by statute, the Articles of Incorporation or Bylaws of Company, or any agreement or document to which Company is a party or by which it is bound and have been offered, issued, sold and delivered by Company in compliance with all registration or qualification requirements (or applicable exemptions therefrom) of applicable federal and state securities laws. The Company is not under any obligation to register under the sole record and beneficial owner thereofSecurities Act any of its presently outstanding securities or any securities that may be subsequently issued. Assuming Purchaser has the requisite power and authority to be the lawful owner of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer There is no liability for dividends accrued but unpaid with respect to the Units, duly endorsed by Seller, and upon SellerCompany’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liensoutstanding securities. (b) Except for the Units, there There are no existing (i) options, warrants, calls, preemptive rights, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company to issue, transfer or sell any shares of capital stock or other voting securities of, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation of, and are not subject to, any preemptive, subscription, purchase options, rights of first refusal or similar rights under any provision of applicable Law, the Governing Documents of the Company or any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests interest in, the Company or (C) any Voting Debtsecurities convertible into or exchangeable for such shares or equity interests, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder contractual obligations of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock of the Company or other equity interest (iii) voting trusts or similar agreements to make any investment (in which the form Company is a party with respect to the voting of a loan, the capital contribution or otherwise) in any personstock of the Company. (c) Other than this Agreement and the Governing Documents of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does not owndirect or indirect Subsidiaries or any interest, direct or indirect, in any corporation, partnership, joint venture or other business entity. For purposes of this Agreement, the term “Subsidiary” of a Person means any corporation or other legal entity of which such Person (either alone or through or together with any other Subsidiary) owns, directly or indirectly, any more than 50% of the stock or other equity interests in any the holders of which are generally entitled to vote for the election of the board of directors or other person governing body of such corporation or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any personlegal entity.

Capitalization; Subsidiaries. Except as set forth in the ROFO Provisions or the Organizational Documents of the Acquired Companies: (a) Seller has goodThere are no outstanding membership interests, marketable profits interests or other equity interests in the Company other than the Company Interests. All of the outstanding membership interests, profits interests and valid title to other equity interests of the UnitsCompany have been duly authorized, free fully paid, are validly issued and clear non-assessable and were issued in compliance with applicable Laws and not in violation of any Liens, and is the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liensagreement or preemptive rights. (b) Except for the UnitsThere are (i) no authorized or outstanding subscriptions, there are no shares of capital stock warrants, options convertible securities or other voting securities of, rights (contingent or otherwise) to purchase or otherwise acquire any equity interests in, of or in the Company, issued, reserved for issuance (ii) no commitments or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation of, and are not subject to, any preemptive, subscription, purchase options, rights of first refusal obligations (contingent or similar rights under any provision of applicable Law, otherwise) on the Governing Documents part of the Company or any Contract to which the Company is subjectissue shares, bound or a party or otherwise. There are no outstanding bondssubscriptions, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rightsconvertible securities, “phantom” stock rightslimited liability company interests, stock appreciation rightsmembership interests, stock-based performance unitsgeneral partnership interests, convertible or exchangeable securities limited partnership interests or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or similar rights of the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or and (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder no equity interests of the UnitsCompany are reserved for issuance for any such purpose. There are no Contracts The Company does not have any obligation (contingent or otherwise) to which the Company is a party that require the Company to register, repurchasepurchase, redeem or otherwise acquire any capital stock of its equity interests. There is no voting trust, stockholders agreement, pledge agreement, buy-sell agreement, right of first refusal, preemptive right or other proxy relating to any equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any person. (c) Other than this Agreement and the Governing Documents interests of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) . The Company does not have any subsidiaries and does not own, directly or indirectly, any equity interest in any Person. (c) There are no outstanding membership interests, profits interests or other equity interests in Redwood MPC other than the Redwood MPC Interests. All of the outstanding membership interests, profits interests and other equity interests of Redwood MPC have been duly authorized, fully paid, are validly issued and non-assessable and were issued in compliance with applicable Laws and not in violation of any agreement or preemptive rights. (d) There are (i) no authorized or outstanding subscriptions, warrants, options convertible securities or other person rights (contingent or otherwise) to purchase or otherwise acquire, any interest equity interests of or in Redwood MPC, (ii) no commitments or obligations (contingent or otherwise) on the part of Redwood MPC to issue shares, subscriptions, warrants, options, convertible into an securities, limited liability company interests, membership interests, general partnership interests, limited partnership interests or other similar rights of Redwood MPC and (iii) no equity interests of Redwood MPC are reserved for issuance for any such purpose. Redwood MPC has no any obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its equity interests. There is no voting trust agreement, stockholders agreement, pledge agreement, buy-sell agreement, right of first refusal, preemptive right or proxy relating to any equity interests of Redwood MPC. Redwood MPC does not own, directly or indirectly, any equity interest in any Person other person. The than the Company. (e) Other than Redwood MPC’s ownership in the Company and the Company’s ownership of the Pipeline Interests, no Acquired Company has not (i) agreedany rights or ownership in any shares, nor is it obligatedpartnership interests, limited liability company interests, membership interests, units, any other interest or participation that confers on another Person the right to receive a share of the profits and losses, or distribution of assets of, the issuing Person, or any other equity interest in or securities containing equity features or other investments in any Person, or has any obligation or commitment to acquire any such interests or to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any personother Person.

Capitalization; Subsidiaries. (a) Seller has goodSchedule 3.2(a) sets forth a complete and accurate list of (i) the authorized, marketable issued and valid title to outstanding Membership Interests of the UnitsCompany and (ii) record holders of such Membership Interests along with the number of such Membership Interests held by such holder. The Membership Interests set forth on Schedule 3.2(a) are the only issued and outstanding equity interests in the Company. The Membership Interests have been duly authorized and validly issued, are fully paid and nonassessable. The Membership Interests were issued in compliance with Law and were not issued in violation of the Organizational Documents of the Company or preemptive or similar rights and are held free and clear of any all Liens, and is other than (A) Liens that shall be released or otherwise terminated in connection with the sole record and beneficial owner thereof. Assuming Purchaser has Closing, (B) restrictions under securities Laws or (C) restrictions on transfer set forth in the requisite power and authority to be the lawful owner Organizational Documents of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any LiensCompany. (b) Except (i) for the Unitspurchase by Buyer of the Membership Interests as provided in this Agreement, (ii) as set forth on Schedule 3.2(b), or (iii) as set forth in the Company’s Organizational Documents, (A) there are no shares of capital stock or other voting securities of, or equity interests in, of the CompanyCompany authorized, issued, reserved for issuance or outstanding. The Units have been duly outstanding and there are no outstanding or authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation ofoptions, and are not subject towarrants, calls, puts, agreements, pledges, conversion or other rights or agreements or commitments of any kind for the purchase or acquisition from, or the sale, transfer or issuance by, any preemptivePerson, subscription, purchase options, rights of first refusal any equity interests in the Company and (B) there are no agreements with any Person with respect to the voting or similar rights under any provision of applicable Law, the Governing Documents transfer of the Company Membership Interests, including any authorized or any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness Indebtedness the holders of the Company having which have the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or evidencing the right to subscribe for or acquire securities having the right to vote) on any matters on which with the holders of the Units, respectively, may vote (“Voting Debt”)Membership Interests on any matter. There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts contracts to which the Company is a party that require or by which the Company is bound to register, repurchase, redeem or otherwise acquire any capital stock Membership Interests of the Company. There are no declared but unpaid dividends or other equity interest or distributions with respect to make any investment (in Membership Interests of the form of a loan, capital contribution or otherwise) in any personCompany. (c) Schedule 3.2(c) sets forth a list of each Subsidiary of the Company and for each such Subsidiary, the jurisdiction of its formation and the outstanding equity interests of such Subsidiary. All of the outstanding equity interests of each Subsidiary is owned of record by the Company or another Subsidiary of the Company. Each Subsidiary of the Company is an entity duly formed and validly existing under the Laws of its jurisdiction of formation. Other than this Agreement and the Governing Subsidiaries set forth on Schedule 3.2(c), the Company does not hold any equity interests in or control (directly or indirectly, through the ownership of equity interests, by contract, by proxy, alone or in combination with others, or otherwise) any other Person. Except (i) as set forth on Schedule 3.2(c), or (ii) as set forth in the Organizational Documents of such Subsidiary of the Company, (A) there are no other equity interests of any Subsidiary of the Units Company authorized, issued, reserved for issuance or outstanding and there are not subject to any voting trust agreement no outstanding or authorized options, warrants, calls, puts, agreements, pledges, conversion or other Contractrights or agreements or commitments of any kind for the purchase or acquisition from, or the sale, transfer or issuance by, any Person, of any equity interests in any Subsidiary of the Company and (B) there are no agreements with any Person with respect to the voting or transfer of any equity interests of any Subsidiary of the Company, including any such Contract authorized or outstanding bonds, debentures, notes or other Indebtedness the holders of which have the right to vote (ior convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) restricting with the holders of any equity interests of any Subsidiary of the Company on any matter. There are no contracts to which any Subsidiary of the Company is a party or by which the Company or any Subsidiary of the Company is bound to repurchase, redeem or otherwise relating to the voting, dividend rights or disposition acquire any equity interests of any Subsidiary of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the ClosingCompany. (d) The Company does not have any subsidiaries has made available to Buyer true and does not own, directly or indirectly, any equity interests in any complete copies of the Organizational Documents of the Company and each other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any personAcquired Company.

Capitalization; Subsidiaries. (a) Seller has goodThe authorized capital stock of the Company consists of six million (6,000,000) shares of common stock, marketable without par value (the “Company Stock”), of which 5 million (5,000,000) shares are issued and valid title to the Unitsoutstanding, all of which are owned by Sellers free and clear of Liens other than Liens imposed by Parent at or after the Closing or under applicable securities Laws or which will be discharged or released at or prior to Closing. The Company does not hold any Liens, and is the sole record and beneficial owner thereofshares as treasury stock. Assuming Purchaser has the requisite power and authority to be the lawful owner All of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, issued and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liens. (b) Except for the Units, there are no shares of capital stock or other voting securities of, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units outstanding Shares have been duly authorized and validly issued and the Shares are fully paid and non-assessable. The Units have not been issued in violation of, and are not subject to, any preemptive, subscription, purchase options, rights the only class of first refusal or similar rights under any provision of applicable Law, the Governing Documents equity of the Company or any Contract entitled to which vote on the adoption of this Agreement and the Mergers. (b) Section 3.4(b) of the Company is subjectDisclosure Schedule sets forth, bound as of the date hereof, a true and correct list of the number of Shares that each Seller holds of record. As of the date hereof, all Shares held of record by the ESOP Trust have been fully allocated to the accounts of participants in, or a party or otherwisebeneficiaries of, the ESOP. There are no (i) outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrantssubscriptions, options, warrants, rights, “phantom” stock calls, commitments, conversion rights, stock appreciation rightsrights of exchange, stock-based performance units, convertible or exchangeable securities plans or other commitments agreements of any character providing for the purchase, issuance or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) sale of any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, in the Company or (C) any Voting Debt, (ii) pursuant voting trusts, proxies or other agreements or understandings with respect to which Seller the voting or transfer of the equity of the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iiiother than the Voting Agreements). (c) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller Except as the sole holder set forth on Section 3.4(c) of the Units. There are no Contracts to which Company Disclosure Schedule, all of the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any issued and outstanding capital stock or other equity interest or to make any investment (interests in the form Company’s Subsidiaries are owned of a loan, capital contribution record and beneficially by the Company or otherwise) in any person. (c) Other than this Agreement and the Governing Documents another Subsidiary of the Company, free and clear of Liens other than Permitted Liens or Liens imposed by Parent at or after the Units Closing or under applicable securities Laws. Except as set forth on Section 3.4(c) of the Company Disclosure Schedule, there are not subject to any voting trust agreement or other Contract, including any such Contract no (i) restricting outstanding subscriptions, options, warrants, rights, calls, commitments, conversion rights, rights of exchange, plans or otherwise relating to other agreements of any character providing for the votingpurchase, dividend rights issuance or disposition sale of any equity interests in the Units Company’s Subsidiaries or (ii) containing any information rightsvoting trusts, registration rights, financial statement requirements proxies or other similar rights that would survive the Closing unless terminated agreements or amended prior understandings with respect to the Closing. voting or transfer of the equity of the Company’s Subsidiaries (dother than the Voting Agreements). Except as set forth on Section 3.4(c) The of the Company does not have any subsidiaries and Disclosure Schedule, the Company does not own, directly directly, any equity interest or indirectlyany outstanding subscriptions, options, warrants, rights, calls, commitments, conversion rights, rights of exchange, plans or other agreements of any character providing for the purchase, issuance or sale of any equity interests in any other person Person, other than in the Subsidiaries of the Company. (d) Except as set forth on Section 3.4(d) of the Company Disclosure Schedule, with respect to the Excluded Assets or with respect to the sale of Ownership Receivables in connection with securitization transactions, no Acquired Company has, since January 1, 2012 acquired, sold or divested (including by merger, consolidation, license or sublicense) any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in Person or capital contribution to any person a material portion of the assets or (ii) guaranteed and is not responsible or liable for any obligation business of any personPerson. (e) Except with respect to ownership of the Excluded Assets, none of the Acquired Companies conducts, participates or otherwise is engaged in any other business, operations or lines of trade other than the conduct and operation of the Business.

Capitalization; Subsidiaries. (a) Seller has goodOne Hundred Percent (100%) of the Company membership interests (the “Company Membership Interests”) are held by Company Parent. Other than the Company Membership Interests, there are no other classes, series or types of equity for the Company. Company Parent holds good and marketable and valid title to the Unitssuch Company Membership Interests, free and clear of any Liensall liens, agreements, voting trusts, proxies and is the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear other arrangements or restrictions of any Liens. kind whatsoever (b) Except for the Units, there are no shares other than normal restrictions on transfer under applicable federal and state securities laws). All issued and outstanding units of capital stock or other voting securities of, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units Company Membership Interests have been duly authorized and were validly issued and issued, are fully paid and non-assessable. The Units have not been issued in violation ofnonassessable, and are not subject toto any right of rescission, any preemptive, subscription, purchase options, are not subject to preemptive rights of first refusal or similar rights under any provision of applicable Lawby statute, the Governing Documents Articles of the Company or any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller Organization or the Company is or may become obligated to issue, deliver or sell (A) any additional shares operating agreement of capital stock or other voting securities of, or equity interests in, the Company, (B) or any security convertible into, agreement or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts document to which the Company is a party or by which it is bound and have been offered, issued, sold and delivered by the Company in compliance with all registration or qualification requirements (or applicable exemptions therefrom) of applicable federal and state securities laws. The Company is not under any obligation to register under the Securities Act any of its presently outstanding securities or any securities that require may be subsequently issued. There is no liability for dividends accrued but unpaid with respect to the Company’s outstanding securities. No certificates representing the Company Membership Interests have been issued. (b) There are no existing (i) options, warrants, calls, preemptive rights, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company to registerissue, transfer or sell any units of membership interests or other equity interest in, the Company or securities convertible into or exchangeable for such units of membership interests or equity interests, (ii) contractual obligations of the Company to repurchase, redeem or otherwise acquire any capital stock units of membership interest of the Company or other equity interest (iii) voting trusts or similar agreements to make any investment (in which the form Company is a party with respect to the voting of a loan, capital contribution or otherwise) in any personthe units of membership interests of the Company. (c) Other than this Agreement and the Governing Documents of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does not owndirect or indirect Subsidiaries or any interest, direct or indirect, in any corporation, partnership, joint venture or other business entity. For purposes of this Agreement, the term “Subsidiary” of a Person means any corporation or other legal entity of which such Person (either alone or through or together with any other Subsidiary) owns, directly or indirectly, any more than 50% of the stock or other equity interests in any the holders of which are generally entitled to vote for the election of the board of directors or other person governing body of such corporation or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any personlegal entity.

Capitalization; Subsidiaries. (a) Seller has goodThe entire authorized capital stock of the Company consists of (i) 10,000,000 shares of Preferred Stock, marketable of which 5,125,000 have been designated Series A Preferred Stock and valid title to the Units, free of which no shares are issued and clear of any Liensoutstanding, and is (ii) 10,000,000 shares of Common Stock, of which 1,124,844 shares (all of which are included in the sole Housecall Stock) are issued and outstanding and 190,602 are reserved for issuance pursuant to outstanding warrants or pursuant to options granted under the Company’s 2002 Stock Incentive Plan (which warrants and options constitute the Options). All of the issued and outstanding shares of Common Stock of the Company have been duly authorized, are validly issued, fully paid, and non-assessable, and are held of record and beneficial owner thereofbeneficially by the Sellers as set forth on the Capitalization Schedule attached hereto. Assuming Purchaser has Except as set forth on the requisite power and authority to be the lawful owner of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liens. (b) Except for the UnitsCapitalization Schedule, there are no shares of capital stock outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other voting securities of, contracts or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation of, and are not subject to, any preemptive, subscription, purchase options, rights of first refusal or similar rights under any provision of applicable Law, the Governing Documents of commitments that could require the Company or any Contract Subsidiary to which the Company is subjectissue, bound sell, or a party or otherwiseotherwise cause to become outstanding any of its capital stock. There are no outstanding bondsor authorized stock appreciation, debenturesphantom stock, notes profit participation or other indebtedness of similar rights with respect to the Company having or any Subsidiary. Notwithstanding anything contained on the right to vote (or Capitalization Schedule, Sellers expressly warrant that are convertible intothe Common Stock and Options now constitute, or exercisable or exchangeable forand will at the Closing constitute, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, or entire equity interests in, interest in the Company, (B) any security convertible intoon a fully diluted basis, or exercisable or exchangeable for, shares such that Purchaser will acquire at the Closing 100% of capital stock or other voting securities of, or the equity interests in, interest in the Company and such interest will not be subject to dilution by virtue of any act or (C) deed by any Voting Debt, (ii) pursuant to which Seller or any act or deed by the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock or other equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any person. (c) Other than this Agreement and the Governing Documents of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (db) The Housecall Medical Resources, Inc., a Delaware corporation (“Housecall”), is a Subsidiary of the Company does not have any subsidiaries and does not ownis owned, beneficially and of record, directly or indirectly, any equity interests in any other person or any interest convertible into an equity interest in any other personby the Company. The Subsidiaries Schedule sets forth for each Subsidiary of the Company has not (i) agreedits name and jurisdiction of incorporation or formation, nor is it obligatedas applicable, to make any future investment in or capital contribution to any person or (ii) guaranteed the number of shares of authorized capital stock of each class of its capital stock or membership interests, as applicable, (iii) the number of issued and outstanding 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. Except as set forth on the Subsidiaries Schedule, the Company and its Subsidiaries, collectively, hold of record, own beneficially and have 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, Liens, 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 of the Company. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of any capital stock or membership interests, as applicable, of any of the Company and its Subsidiaries. None of the Company and its Subsidiaries controls directly or indirectly or has any direct or indirect equity ownership or participation in any corporation, partnership, trust, or other business association that is not responsible or liable for any obligation a Subsidiary of any personthe Company.

Capitalization; Subsidiaries. (a) Seller has goodThe authorized, marketable issued and valid title to the Units, free and clear of any Liens, and is the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner outstanding capital stock of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt Company is set forth on SCHEDULE 2.2(a). All of the Closing Date Purchase Priceissued and outstanding shares of capital stock of the Company are duly authorized, goodvalidly issued, marketable fully paid and valid title to the Units will pass to Purchaser, free and clear of any Liens. (b) nonassessable. Except for the Unitsas set forth on SCHEDULE 2.2(a), there are no shares of capital stock outstanding options, warrants or other voting securities of, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation of, and are not subject to, any preemptive, subscription, purchase options, rights of first refusal or similar rights under any provision of applicable Law, the Governing Documents of the Company or any Contract to which the Company is subject, bound or a party kind (preemptive or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right ) to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) acquire any additional shares of capital stock of the Company or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable into or exchangeable for, or which otherwise confer on the holder thereof any right to acquire, any such additional shares, nor is the Company committed to issue any such option, warrant, right or security. Except as set forth on SCHEDULE 2.2(a), there are no agreements to which the Company or any Subsidiary is a party with respect to the voting of any shares of capital stock or other voting securities of, or equity interests in, of the Company or (C) which restrict the transfer of any Voting Debtsuch shares, (ii) pursuant nor, to the Company's Knowledge, are there any third party agreements or understandings with respect to the voting of any such shares or which Seller or restrict the transfer of any such shares. Except as set forth on SCHEDULE 2.2(a), there are no outstanding contractual obligations of the Company is or may become obligated any Subsidiary to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any shares of capital stock, other equity interests or any other securities of the Company or any Subsidiary. Except as set forth ON SCHEDULE 2.2(a), neither the Company nor any Subsidiary is under any obligation, contingent or otherwise, by reason of any agreement to register the offer and sale or resale of any of their securities under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "SECURITIES ACT"). (b) SCHEDULE 2.2(b) sets forth a true, correct and complete list of each Person in which the Company, either directly or indirectly, holds an interest representing more than fifty percent (50%) of the capital stock or other equity interests of such Person or otherwise has the power to vote or direct the voting of sufficient securities to elect a majority of the board of directors or similar governing body of such Person (each such Person, a "SUBSIDIARY", and collectively, the "SUBSIDIARIES"). Except as set forth on SCHEDULE 2.2(b), the Company owns directly or indirectly 100% of the outstanding shares of capital stock or other equity interests of each of the Subsidiaries free and clear of any and all Encumbrances. The authorized, issued and outstanding capital stock or other equity interest of each Subsidiary is set forth on SCHEDULE 2.2(b). Each of the outstanding shares of capital stock or to make any investment (in other equity interest of each of the form of a loanSubsidiaries is duly authorized, capital contribution or otherwise) in any personvalidly issued, fully paid and nonassessable. (c) Other than this Agreement and Except for the Governing Documents of Subsidiaries or as set forth on SCHEDULE 2.2(c), neither the Company, the Units are not subject to Company nor any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does not own, Subsidiary owns directly or indirectly, indirectly any interest or investment (whether equity interests or debt) in any other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any personPerson.

Capitalization; Subsidiaries. (a) Seller has goodThe authorized membership units of the Company consists of 100 units, of which 100 units are issued and outstanding (the “Company Units”) to the individuals listed in Section 2.2(a) of the Company Disclosure Letter. Other than common stock, there are no other classes, series or types of units for the Company. The Company Unitholders hold good and marketable and valid title to the such Company Units, free and clear of all liens, agreements, voting trusts, proxies and other arrangements or restrictions of any Lienskind whatsoever (other than normal restrictions on transfer under applicable federal and state securities laws). All issued and outstanding Company Units have been duly authorized and were validly issued, are fully paid and nonassessable, are not subject to any right of rescission, are not subject to preemptive rights by statute, the Articles of Organization or Operating Agreement of Company, or any agreement or document to which Company is a party or by which it is bound and have been offered, issued, sold and delivered by Company in compliance with all registration or qualification requirements (or applicable exemptions therefrom) of applicable federal and state securities laws. The Company is not under any obligation to register under the sole record and beneficial owner thereofSecurities Act any of its presently outstanding securities or any securities that may be subsequently issued. Assuming Purchaser has the requisite power and authority to be the lawful owner of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer There is no liability for dividends accrued but unpaid with respect to the Units, duly endorsed by Seller, and upon SellerCompany’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liensoutstanding securities. (b) Except for as disclosed in Section 2.2(b) of the UnitsCompany Disclosure Letter, there are no existing (i) options, warrants, calls, preemptive rights, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company to issue, transfer or sell any shares of capital stock or other voting securities of, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation of, and are not subject to, any preemptive, subscription, purchase options, rights of first refusal or similar rights under any provision of applicable Law, the Governing Documents of the Company or any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests interest in, the Company or (C) any Voting Debtsecurities convertible into or exchangeable for such shares or equity interests, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder contractual obligations of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock of the Company or (iii) voting trusts or similar agreements to which the Company is a party with respect to the voting of the capital stock of the Company. The Company has delivered to the Buyer, a correct and complete list of each Company Option and Company Warrant outstanding as of the date hereof, including the name of the holder of such Company Option or Company Warrant, the Company Plan pursuant to which such Company Option was issued, the number of shares covered by such Company Option or Company Warrant, the per share exercise price of such Company Option or Company Warrant and the vesting commencement date and vesting schedule applicable to each such Company Option, including the number of shares vested as of the date of this Agreement. The terms of the Company Plans permit the assumption or substitution of options to purchase Company Common Stock provided in this Agreement, without the consent or approval of the holders of such securities, the Company Unitholders, or otherwise and without any acceleration of the exercise schedule or vesting provisions in effect for those options. No other equity interest or to make any investment (in outstanding options, whether under the form of a loan, capital contribution Company Plans or otherwise) , will be accelerated in any personconnection with the Merger. (c) Other than this Agreement and the Governing Documents Except as disclosed in Section 2.2(c) of the Company, Company Disclosure Letter the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does not owndirect or indirect Subsidiaries or any interest, direct or indirect, in any corporation, partnership, joint venture or other business entity. For purposes of this Agreement, the term “Subsidiary” of a Person means any corporation or other legal entity of which such Person (either alone or through or together with any other Subsidiary) owns, directly or indirectly, any more than 50% of the stock or other equity interests in any the holders of which are generally entitled to vote for the election of the board of directors or other person governing body of such corporation or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any personlegal entity.

Capitalization; Subsidiaries. (a) Seller has goodAs of the date hereof and without taking into effect the PIPE Investment, marketable (i) the total number of shares of Parent in issue is 131,392,242 Parent Ordinary Shares (the “Outstanding Parent Shares”), (ii) 815,546 Parent Options are issued and valid title to outstanding as of the Unitsdate hereof (the “Outstanding Parent Options”) and (iii) 21,925,960 Parent Warrants are issued and outstanding as of the date hereof (the “Outstanding Parent Warrants” and together with the Outstanding Parent Shares and the Outstanding Parent Options, free the “Parent Equity Securities”). As of the date hereof, no Parent Ordinary Shares are held as treasury shares. All the outstanding Parent Equity Securities have been duly and clear of any Liensvalidly issued and are fully paid and non-assessable, and is were issued in accordance with the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner registration or qualification requirements of the UnitsSecurities Act, upon delivery the UK Companies A▇▇ ▇▇▇▇ (as amended) and the UK Financial Services and Markets Act 2000 (as amended) or pursuant to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liensexemptions therefrom. (b) Except for The Parent Ordinary Shares underlying the UnitsParent ADSs to be issued as Merger Consideration, there when issued in accordance with the terms hereof, shall be duly authorized and validly issued, fully paid and nonassessable and issued in compliance with the UK Companies A▇▇ ▇▇▇▇ (as amended) and the UK Financial Services and Markets A▇▇ ▇▇▇▇ (as amended), all applicable state and federal securities Laws and not subject to, and not issued in violation of, any Lien, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law, the memorandum and articles of association or any contract to which Parent is a party or otherwise bound. There are no shares of capital stock outstanding bonds, debentures, notes or other voting securities ofindebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the Parent’s Shareholders may vote. To the Knowledge of Parent, none of the Parent Ordinary Shares, including those underlying the Parent ADSs to be issued as Merger Consideration, are subject to any proxies, voting agreements, voting trusts or other similar arrangements which affect the rights of holder(s) to vote such securities, nor are any shareholder agreements, buy-sell agreements, restricted share purchase agreements, share purchase agreements, warrant purchase agreements, stock issuance agreements, stock option agreements, rights of first refusal or other similar agreements, in each case, to which Parent is a party, existing as of the date hereof with respect to such securities which in any manner would affect the title of any holder(s) to such securities or the rights of any holder(s) to sell the same free and clear of all Liens. (c) Schedule 3.04 of the Parent Disclosure Letter accurately sets forth the name and place of incorporation or formation of each Subsidiary of Parent as of the date hereof. As of the date hereof, each such Subsidiary is directly or indirectly wholly owned by Parent. Each Group Company’s issued and outstanding shares, nominal share capital or other equity interests insecurities have been, to the Companyextent applicable, issued, reserved for issuance or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have As of the date hereof, each Group Company has not been issued in violation ofgranted any outstanding options, and share appreciation rights, warrants, rights or other securities convertible into or exchangeable or exercisable for Parent Ordinary Shares other than the Parent ADSs. There are not no agreements requiring any Group Company to issue, purchase, redeem or otherwise acquire, or transfer, sell or otherwise dispose of any shares or other securities of any Group Company, including any options, subscriptions, rights, warrants, calls or other similar commitments or agreements relating thereto, or any share appreciation rights or securities convertible into or exchangeable or exercisable for Parent Ordinary Shares other than Parent ADSs, or any commitments or agreements the value of which is determined by reference to the Parent Ordinary Shares other than the Parent ADSs. To the Knowledge of Parent, no shares or other securities of any Group Company, are subject toto any proxies, voting agreements, voting trusts or other similar arrangements which affect the rights of holder(s) to vote such securities, nor are any preemptivestockholder agreements, subscriptionbuy-sell agreements, restricted share purchase optionsagreements, equity purchase agreements, warrant purchase agreements, stock issuance agreements, stock option agreements, rights of first refusal or other similar rights under any provision of applicable Lawagreements, the Governing Documents of the Company or any Contract in each case, to which the Company Parent or Merger Sub is subjecta party, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness existing as of the Company having date hereof with respect to such securities which in any manner would affect the right title of any holder(s) to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable such securities or other commitments or undertakings (other than this Agreementthe rights of any holder(s) (i) pursuant to which Seller or sell the Company is or may become obligated to issue, deliver or sell (A) any additional shares same free and clear of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock or other equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any person. (c) Other than this Agreement and the Governing Documents of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closingall Liens. (d) The Company does Merger Sub is a newly incorporated company, formed solely for the purpose of engaging in the transactions contemplated by this Agreement. Merger Sub has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated by this Agreement. Merger Sub is a direct wholly-owned Subsidiary of Parent. Merger Sub has no Subsidiaries. (e) Except for the obligations or liabilities incurred in connection with its organization, and the transactions contemplated by this Agreement, Merger Sub has not, and will not have any subsidiaries and does not ownprior to the Effective Time, incurred, directly or indirectlyindirectly through any subsidiary or Affiliate, any equity interests obligations or liabilities or engaged in any other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation business activities of any persontype or kind whatsoever or entered into any agreements or arrangements with any Person.

Capitalization; Subsidiaries. (a) Seller has goodThe authorized, marketable issued, and valid title to outstanding shares of common stock, membership units and other equity interests in the UnitsCompanies is as set forth on Schedule 4.3(a). The Shares constitute all of the issued and outstanding equity interests of the Companies. The Shares have been duly authorized, validly issued, fully paid and are non-assessable. All issued and outstanding equity interests of the Companies are held of record and beneficially by Sellers in the respective amounts set forth on Schedule 4.3(a), free and clear of all Liens (other than restrictions on transfer imposed by applicable securities laws). Except as set forth on Schedule 4.3(a), there are no outstanding (i) options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, rights of first refusal, preemptive rights, calls, pledges, commitments, or other Contracts, arrangements, voting trusts, proxies, or understandings relating to the equity interests of any Liens, and is the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner of the UnitsCompanies, upon delivery or that require or may require any of the Companies to Purchaser at issue, deliver, sell, or otherwise cause to become outstanding any equity interest in any of the Closing of a certificate of transfer Companies, or (ii) phantom equity, profit participation or similar rights with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt equity interests in any of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liens. (b) Except for the Units, there are no shares of capital stock or other voting securities of, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation of, and are not subject to, any preemptive, subscription, purchase options, rights of first refusal or similar rights under any provision of applicable Law, the Governing Documents of the Company or any Contract to which the Company is subject, bound or a party or otherwiseCompanies. There are no outstanding bonds, debentures, notes securities or other indebtedness instruments convertible into or exchangeable for equity interests of any of the Companies and there are no commitments to issue any securities or instruments of any of the Companies. None of the Companies has any obligation to provide or invest funds in the form of a loan, investment or capital contribution to any Person, other than (x) advancement of reimbursable business expenses made to directors, officers, employees, and independent contractors and third-party transportation providers of the Companies in the ordinary course of business, and (y) account and trade payables issued in the ordinary course of business. None of the Companies has any obligation to repurchase or otherwise retire any of the equity interests of the Company having or to make any distribution of any kind in respect of any equity interests of the Company. None of the Companies has authorized or outstanding Indebtedness pursuant to which the holders thereof have the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or evidencing the right to subscribe for or acquire securities having the right to vote) with the equityholders of the Company on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock or other equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any personmatter. (cb) Other than this Agreement and the Governing Documents None of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does not own, directly or indirectly, Companies holds any equity interests in any other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any personSubsidiary.

Capitalization; Subsidiaries. (a) Seller has goodAs of the date hereof and without taking into effect the PIPE Investment, marketable (i) the total number of shares of Parent in issue is 131,392,242 Parent Ordinary Shares (the “Outstanding Parent Shares”), (ii) 815,546 Parent Options are issued and valid title to outstanding as of the Unitsdate hereof (the “Outstanding Parent Options”) and (iii) 21,925,960 Parent Warrants are issued and outstanding as of the date hereof (the “Outstanding Parent Warrants” and together with the Outstanding Parent Shares and the Outstanding Parent Options, free the “Parent Equity Securities”). As of the date hereof, no Parent Ordinary Shares are held as treasury shares. All the outstanding Parent Equity Securities have been duly and clear of any Liensvalidly issued and are fully paid and non-assessable, and is were issued in accordance with the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner registration or qualification requirements of the UnitsSecurities Act, upon delivery the UK Companies ▇▇▇ ▇▇▇▇ (as amended) and the UK Financial Services and Markets Act 2000 (as amended) or pursuant to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liensexemptions therefrom. (b) Except for The Parent Ordinary Shares underlying the UnitsParent ADSs to be issued as Merger Consideration, there when issued in accordance with the terms hereof, shall be duly authorized and validly issued, fully paid and nonassessable and issued in compliance with the UK Companies ▇▇▇ ▇▇▇▇ (as amended) and the UK Financial Services and Markets ▇▇▇ ▇▇▇▇ (as amended), all applicable state and federal securities Laws and not subject to, and not issued in violation of, any Lien, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law, the memorandum and articles of association or any contract to which Parent is a party or otherwise bound. There are no shares of capital stock outstanding bonds, debentures, notes or other voting securities ofindebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the Parent’s Shareholders may vote. To the Knowledge of Parent, none of the Parent Ordinary Shares, including those underlying the Parent ADSs to be issued as Merger Consideration, are subject to any proxies, voting agreements, voting trusts or other similar arrangements which affect the rights of holder(s) to vote such securities, nor are any shareholder agreements, buy-sell agreements, restricted share purchase agreements, share purchase agreements, warrant purchase agreements, stock issuance agreements, stock option agreements, rights of first refusal or other similar agreements, in each case, to which Parent is a party, existing as of the date hereof with respect to such securities which in any manner would affect the title of any holder(s) to such securities or the rights of any holder(s) to sell the same free and clear of all Liens. (c) Schedule 3.04 of the Parent Disclosure Letter accurately sets forth the name and place of incorporation or formation of each Subsidiary of Parent as of the date hereof. As of the date hereof, each such Subsidiary is directly or indirectly wholly owned by Parent. Each Group Company’s issued and outstanding shares, nominal share capital or other equity interests insecurities have been, to the Companyextent applicable, issued, reserved for issuance or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have As of the date hereof, each Group Company has not been issued in violation ofgranted any outstanding options, and share appreciation rights, warrants, rights or other securities convertible into or exchangeable or exercisable for Parent Ordinary Shares other than the Parent ADSs. There are not no agreements requiring any Group Company to issue, purchase, redeem or otherwise acquire, or transfer, sell or otherwise dispose of any shares or other securities of any Group Company, including any options, subscriptions, rights, warrants, calls or other similar commitments or agreements relating thereto, or any share appreciation rights or securities convertible into or exchangeable or exercisable for Parent Ordinary Shares other than Parent ADSs, or any commitments or agreements the value of which is determined by reference to the Parent Ordinary Shares other than the Parent ADSs. To the Knowledge of Parent, no shares or other securities of any Group Company, are TABLE OF CONTENTS​​ subject toto any proxies, voting agreements, voting trusts or other similar arrangements which affect the rights of holder(s) to vote such securities, nor are any preemptivestockholder agreements, subscriptionbuy-sell agreements, restricted share purchase optionsagreements, equity purchase agreements, warrant purchase agreements, stock issuance agreements, stock option agreements, rights of first refusal or other similar rights under any provision of applicable Lawagreements, the Governing Documents of the Company or any Contract in each case, to which the Company Parent or Merger Sub is subjecta party, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness existing as of the Company having date hereof with respect to such securities which in any manner would affect the right title of any holder(s) to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable such securities or other commitments or undertakings (other than this Agreementthe rights of any holder(s) (i) pursuant to which Seller or sell the Company is or may become obligated to issue, deliver or sell (A) any additional shares same free and clear of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock or other equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any person. (c) Other than this Agreement and the Governing Documents of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closingall Liens. (d) The Company does Merger Sub is a newly incorporated company, formed solely for the purpose of engaging in the transactions contemplated by this Agreement. Merger Sub has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated by this Agreement. Merger Sub is a direct wholly-owned Subsidiary of Parent. Merger Sub has no Subsidiaries. (e) Except for the obligations or liabilities incurred in connection with its organization, and the transactions contemplated by this Agreement, Merger Sub has not, and will not have any subsidiaries and does not ownprior to the Effective Time, incurred, directly or indirectlyindirectly through any subsidiary or Affiliate, any equity interests obligations or liabilities or engaged in any other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation business activities of any persontype or kind whatsoever or entered into any agreements or arrangements with any Person.

Capitalization; Subsidiaries. (a) Seller has goodExhibits I, marketable II and valid title to III set forth a true and complete statement of, respectively, all the UnitsShares of the Company and the issued and outstanding shares of capital stock of the Subsidiaries, free and clear in each case, the holders thereof, which represent the only issued and outstanding shares of capital stock of the Company and the Subsidiaries. Except as set forth in Appendix 5.3(a) all of Shares of the Company, together with the outstanding shares of capital stock of the Subsidiaries, have been duly authorized and are validly issued, fully paid and non-assessable and were issued in compliance with all state, regional or foreign securities Laws and any preemptive rights, rights of first refusal or contractual rights of any Liens, and is the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any LiensPerson. (b) Except for as set forth in the UnitsOptions Agreement to be executed on the Closing Date, there are no shares of capital stock issued or other voting securities ofauthorized options, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation of, and are not subject to, any preemptive, subscriptionwarrants, purchase options, rights of first refusal or similar rights under any provision of applicable Law, the Governing Documents of the Company or any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rightscalls, stock appreciation rights, stock-based performance unitsclaims of any character, convertible or exchangeable securities securities, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require any of the Group Companies to issue, transfer, redeem, repurchase, sell or undertakings otherwise cause to become issued any of its equity securities, and, there are no issued or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to any of the Group Companies. (other than this Agreementc) Except as set forth in the Options Agreement and the Shareholders Agreement to be executed on the Closing Date, (i) pursuant there are no Contracts relating to which Seller the issuance, sale, transfer or the Company is or may become obligated to issue, deliver or sell (A) voting of any additional shares share of capital stock or other voting securities of, or equity interests in, of any of the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, Group Companies and (ii) pursuant to which Seller there is no obligation, contingent or the Company is or may become obligated to issueotherwise, grant, extend or enter into of any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts Group Companies to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any share of the capital stock or other equity interest securities of any of the Group Companies or to provide funds to, or make any investment in (in the form of a loan, capital contribution or otherwise) in ), or provide any person. (c) Other than this Agreement and Guarantee with respect to the Governing Documents obligations of any other Person. There are no holders of bond, debentures, notes or other Indebtedness of any of the Company, Group Companies having the Units are not subject right to vote or consent (or convertible into or exchangeable for securities of any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units Group Companies having the right to vote or (iiconsent) containing on any information rights, registration rights, financial statement requirements or other similar rights that would survive matters on which the Closing unless terminated or amended prior to shareholders of any of the ClosingGroup Companies may vote. (d) The Except as set forth on Recital III, neither the Company does not have nor any subsidiaries and does not ownSubsidiary controls, directly or indirectly, or has any direct or indirect equity interests participation in any other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any personPerson.

Capitalization; Subsidiaries. (a) Schedule 4.4(a) sets forth a true, correct and complete list of the number and class or series (as applicable) of all the authorized, issued and outstanding Seller has goodEquity Interests, marketable including the identity of the Persons that are the legal and valid title to record owners thereof. All of the UnitsSeller Equity Interests have been duly authorized, were validly issued, fully paid (as applicable), are free and clear of any Liensand all Liens (other than any restrictions under the Securities Act of 1933 (the “Securities Act”) and applicable state securities Laws) and have been offered, issued, transferred, repurchased, sold and is delivered in compliance with applicable federal and state securities Laws and the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner organizational documents of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liens. (b) Except for the UnitsSeller Equity Interests set forth on Schedule 4.4(a), there are no shares of capital stock voting or non-voting units, other Equity Interests or other voting securities of, or equity interests in, of the Company, Seller are issued, reserved for issuance or outstanding. None of the Seller Equity Interests is subject to any purchase option, call option, right of first refusal, first offer, co-sale or participation, preemptive right, subscription right or any similar right. Except for the organizational documents of the Seller, there are no documents, instruments or agreements relating to the voting of any Seller Equity Interests. (c) The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have Seller does not been issued own or hold (of record, beneficially, legally or otherwise), directly or indirectly, any Equity Interests in violation ofany other Person or the right to acquire any such Equity Interests, and the Seller is not a partner or member of any partnership, limited liability company or joint venture. (d) Except as described in Sections 4.4(a) and (c) or as set forth on Schedule 4.4(d), there are not subject tono existing, any preemptiveauthorized, subscriptionissued or outstanding securities, purchase options, warrants, calls, rights (including conversion rights, preemptive rights, co-sale rights, rights of first refusal or and similar rights under any provision of applicable Law, the Governing Documents of the Company or any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”rights). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments Contracts or undertakings obligations of any kind (other than this Agreementcontingent or otherwise) (i) pursuant to which the Seller or any equityholder of the Company Seller, is a party or may become obligated by which it is bound obligating the Seller, directly or indirectly, to issue, deliver or sell (A) any additional shares of capital stock or other voting securities ofsell, or equity interests incause to be issued, the Companydelivered or sold, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder additional Equity Interests of the UnitsSeller. There are no Contracts outstanding obligations of the Seller (contingent or otherwise) to which the Company is a party that require the Company to register, (i) repurchase, redeem or otherwise acquire acquire, directly or indirectly, any capital stock Equity Interests of the Seller or other equity interest or to (ii) make any investment (in the form of a loan, capital contribution or otherwise) in, or to provide any guarantee with respect to the obligations of, any Person. There are no equity-appreciation rights, “phantom” equity rights, profit participation rights or other Contracts or obligations of any character (contingent or otherwise) of the Seller pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings, financial performance or equity value of the Seller (except for bonuses paid to employees of the Seller in any personthe ordinary course of business) or its business or assets or calculated in accordance therewith. (ce) Other than this Agreement and the Governing Documents Except as set forth on Schedule 4.4(e), there are no bonds, debentures, notes or other Indebtedness of the CompanySeller having the right to vote or consent (or, convertible into, or exercisable or exchangeable for, securities having the Units right to vote or consent) on any matters on which the equityholders of the Seller may vote. There are not subject to any no voting trust agreement trusts, irrevocable proxies or other ContractContracts to which the Seller or any equityholder of the Seller, including any such Contract (i) restricting is a party or otherwise relating is bound with respect to the voting, dividend rights voting or disposition consent of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the ClosingSeller Equity Interests. (df) The Company does not have any subsidiaries Seller has delivered to Buyer true, correct and does not owncomplete copies of the organizational documents of the Seller (including the Seller’s certificate of incorporation or formation, directly its stockholders agreement or indirectlyoperating agreement (if any), any equity interests and all amendments thereto), as in any other person or any interest convertible into an equity interest effect on the date hereof, which organizational documents are in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed full force and is not responsible or liable for any obligation of any personeffect.

Capitalization; Subsidiaries. (a) Seller has good, marketable and valid title to the Units, free and clear of any Liens, and is the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner There are no Equity Interests of the UnitsCompany authorized, upon delivery to Purchaser at issued or outstanding other than the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liens. (b) Except for the Units, there are no shares of capital stock or other voting securities of, or equity interests in, the Company, issued, reserved for issuance or outstandingCompany Interests. The Units Company Interests have been duly authorized and authorized, validly issued and issued, are fully paid and non-assessable, and have been offered, issued, sold and delivered by the Company in material compliance with all requirements of applicable Law and all requirements set forth in applicable Contracts. The Units have not been issued in violation ofCompany Interests are owned of record and beneficially by Seller, and, except as set forth on Section 3.04(a) of the Company Disclosure Schedules, Seller has good and marketable title to the Company Interests free and clear of all Liens. At the Closing, Buyer will acquire good, valid and marketable title to the Company Interests free and clear of Liens. With respect to the Company Interests there are not subject tono outstanding or effective (whether pursuant to Contracts of an Acquired Company, Seller, any preemptiveother Person or otherwise) subscriptions, subscription, purchase optionstransfer restrictions, rights of first refusal (or any other contingent rights) or offer, licenses, assignments, preemptive rights, registration rights, co-sale rights put or call rights or any other similar rights under or restrictions of any provision of kind created by applicable LawLaw (other than applicable transfer restrictions pursuant to federal, state or foreign securities Laws), the Governing Organizational Documents of the Company Company, or any Contract to which the Company is subject, bound or a party or otherwiseby which the Company or any of its assets is bound. There are Except for this Agreement, no outstanding bondsAcquired Company has (i) granted, debenturesor agreed to grant, notes any options, warrants, calls, commitments, rights or other indebtedness of the Company having the right to vote (or that are securities convertible into, or exchangeable or exercisable for, Equity Interests of the Company; (ii) entered into any Contracts relating to the issuance, sale, repurchase, redemption, subscription, transfer, voting or registration of Equity Interests of the Company, or options, warrants, calls, commitments, rights or other securities convertible into, or exchangeable or exercisable for, interests or securities having the right to vote) on any matters on which holders of the Unitsforegoing; or (iii) granted or authorized, respectivelyor agreed to grant or authorize, may vote any stock appreciation, phantom stock, profit participation or similar rights (“Voting Debt”in each case as to which any Acquired Company has any outstanding Liabilities). There are not outstanding obligations, contingent or otherwise, of any Acquired Company, to repurchase or acquire any Equity Interests in the Company or any other Person. No claim has been made or threatened against the Company asserting that any Person is the holder or beneficial owner of, or has the right to acquire beneficial ownership of, any Equity Interests in any Acquired Company. The Company Interests are not certificated. (b) Section 3.04(b) of the Company Disclosure Schedules sets forth a true, correct and complete list of all of the Company’s Subsidiaries, and, for each such Subsidiary, (i) the jurisdiction of incorporation or formation, (ii) the authorized Equity Interests thereof, and (iii) the number or other quantity of each class, series or type of Equity Interests thereof outstanding, all of which are held of record and beneficially by the Company or a Subsidiary of the Company. All outstanding Equity Interests of each Subsidiary are duly authorized and validly issued and, if such Subsidiary is a corporation, are fully paid and non-assessable, and have been offered, issued, sold and delivered by the Company in material compliance with all requirements of applicable Law and all requirements set forth in applicable Contracts. The Equity Interests of the Company’s Subsidiaries are entirely owned of record and beneficially directly by either the Company or a Subsidiary of the Company, free and clear of all Liens, and the Company or such Subsidiary of the Company, as applicable, has good and marketable title to the Equity Interests of each other Subsidiary of the Company. With respect to the Equity Interests of the Company’s Subsidiaries, there are no outstanding warrantsor effective (whether pursuant to Contracts of an Acquired Company, optionsSeller, any other Person or otherwise) subscriptions, transfer restrictions, rights of first refusal (or any other contingent rights) or offer, licenses, assignments, preemptive rights, “phantom” stock registration rights, stock appreciation co-sale rights, stock-based performance units, convertible put or exchangeable securities call rights or any other commitments similar rights or undertakings restrictions of any kind created by applicable Law (other than applicable transfer restrictions pursuant to federal, state or foreign securities Laws), the Organizational Documents of the Company’s Subsidiaries, or any Contract to which an Acquired Company is a party or by which an Acquired Company or any of its assets is bound. Except for this Agreement) , neither the Company nor any Subsidiary has (i) pursuant granted, or agreed to which Seller or the Company is or may become obligated to issuegrant, deliver or sell (A) any additional shares of capital stock outstanding options, warrants, rights or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exchangeable or exercisable or exchangeable for, shares Equity Interests of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, a Subsidiary; (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter entered into any such warrantContracts relating to the issuance, optionsale, rightrepurchase, unitredemption, securitytransfer, commitment voting or undertaking registration of Equity Interests of a Subsidiary, or options, warrants, rights or other securities convertible into, or exchangeable or exercisable for, any of the foregoing; or (iii) that give granted or authorized, or agreed to grant or authorize, any person stock appreciation, phantom stock, profit participation or similar rights (in each case, as to which any Acquired Company has any outstanding Liabilities). Except for the Equity Interests in the Subsidiaries of the Company as set forth in Section 3.04(b) of the Company Disclosure Schedules, no Acquired Company owns (or holds the right to receive acquire) any benefits Equity Interest, directly or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts to which the Company is a party that require the Company to registerindirectly, repurchase, redeem or otherwise acquire any capital stock or other equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any personPerson that is not an Acquired Company. (c) Other than this Agreement and the Governing Except as set forth in Organizational Documents of the CompanyAcquired Companies, the Units there are not subject to any no voting trust agreement trusts, member agreements, proxies or other Contract, including any such Contract (i) restricting agreements or otherwise relating understandings in effect with respect to the voting, dividend rights voting or disposition transfer of the Units or (ii) containing Equity Interests of any information rights, registration rights, financial statement requirements or other similar rights that would survive of the Closing unless terminated or amended prior to the ClosingAcquired Companies. (d) The None of the Company does not have any subsidiaries and does not own, directly or indirectly, any equity interests in any other person or any interest convertible into of its Subsidiaries is, or at any time has been, an equity interest in any other person. The “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation Act of any person1940.

Capitalization; Subsidiaries. (a) Seller has goodThe authorized capital stock of the Company consists of 1,000,000 shares of common stock, no par value, of which 341,459 shares are issued and outstanding (the “Company Stock”) to the individuals listed in Section 2.2 of the Company Disclosure Letter. Other than common stock, there are no other classes, series or types of stock for the Company. The Stockholders hold good and marketable and valid title to the Unitssuch Company Stock, free and clear of all liens, agreements, voting trusts, proxies and other arrangements or restrictions of any Lienskind whatsoever (other than normal restrictions on transfer under applicable federal and state securities laws). All issued and outstanding shares of Company Stock have been duly authorized and were validly issued, are fully paid and nonassessable, are not subject to any right of rescission, are not subject to preemptive rights by statute, the Articles of Incorporation or Bylaws of Company, or any agreement or document to which Company is a party or by which it is bound and have been offered, issued, sold and delivered by Company in compliance with all registration or qualification requirements (or applicable exemptions therefrom) of applicable federal and state securities laws. The Company is not under any obligation to register under the sole record and beneficial owner thereofSecurities Act any of its presently outstanding securities or any securities that may be subsequently issued. Assuming Purchaser has the requisite power and authority to be the lawful owner of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer There is no liability for dividends accrued but unpaid with respect to the Units, duly endorsed by Seller, and upon SellerCompany’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liensoutstanding securities. (b) Except for the Units, there There are no existing (i) options, warrants, calls, preemptive rights, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company to issue, transfer or sell any shares of capital stock or other voting securities of, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation of, and are not subject to, any preemptive, subscription, purchase options, rights of first refusal or similar rights under any provision of applicable Law, the Governing Documents of the Company or any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests interest in, the Company or (C) any Voting Debtsecurities convertible into or exchangeable for such shares or equity interests, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder contractual obligations of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock of the Company or other equity interest (iii) voting trusts or similar agreements to make any investment (in which the form Company is a party with respect to the voting of a loan, the capital contribution or otherwise) in any personstock of the Company. (c) Other than this Agreement and the Governing Documents of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does not owndirect or indirect Subsidiaries or any interest, direct or indirect, in any corporation, partnership, joint venture or other business entity. For purposes of this Agreement, the term “Subsidiary” of a Person means any corporation or other legal entity of which such Person (either alone or through or together with any other Subsidiary) owns, directly or indirectly, any more than 50% of the stock or other equity interests in any the holders of which are generally entitled to vote for the election of the board of directors or other person governing body of such corporation or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any personlegal entity.

Capitalization; Subsidiaries. (a) Seller The Company has goodone Membership Interest issued and outstanding, marketable and valid title no other limited liability company interests of the Company have been reserved for possible future issuance. All of the issued Membership Interests are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. The Company has no commitments to issue or deliver Membership Interests other than pursuant to this Agreement. All of the Unitsissued capital or other equity securities of the Company are owned by Volt Delta Resources Holdings, Inc., a Nevada corporation ("Holdings"), free and clear of any Liens, and is the sole record and beneficial owner thereofLien. Assuming Purchaser has the requisite power and authority to be the lawful owner All of the Unitsissued share capital or other equity securities of Holdings are owned by Nuco I, upon delivery to Purchaser at the Closing of Ltd., a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to PurchaserNevada corporation ("Nuco"), free and clear of any Liens. (b) Lien. All of the issued share capital or other equity securities of Nuco are owned by VIS, free and clear of any Lien. Except for the Unitsas set forth above, there are no (i) limited liability company interests, shares of capital stock or other voting securities ofof Holdings, Nuco or the Company reserved, issued or outstanding, (ii) preemptive or other outstanding rights, subscriptions, options, warrants, stock appreciation rights, redemption rights, repurchase rights, convertible securities or other agreements, arrangements or commitments of any character granted by Holdings, Nuco or the Company relating to, or equity interests inthe value of which is determined by reference to, the issued or unissued capital or other ownership interest of Holdings, Nuco or the Company or (iii) any other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of Holdings, Nuco or the Company, issuedand no securities or obligations evidencing such rights are authorized, reserved for issuance issued or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation ofNone of Holdings, and are not subject to, any preemptive, subscription, purchase options, rights of first refusal or similar rights under any provision of applicable Law, the Governing Documents of Nuco nor the Company or has outstanding any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness obligations, the holders of the Company having which have the right to vote (or that are convertible into, into or exercisable or exchangeable for, interests or for securities having the right to vote) on any matters on which holders matter. All Membership Interests to be issued in connection with the transactions contemplated by this Agreement will, when issued in accordance with the terms hereof, have been duly authorized, validly issued, fully paid, non-assessable, free and clear of all Liens and free of preemptive rights. As of the Unitsdate hereof, respectively, may vote (“Voting Debt”). There there are no outstanding warrantsstockholder or member agreements, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities voting trusts or other commitments agreements or undertakings understandings to which VIS, Nuco or Holdings is a party or by which any such Person is bound relating to the voting of any of the capital of Holdings, Nuco or the Company. (other than this Agreementb) Schedule 4.04 of the Company Disclosure Schedule sets forth for each Subsidiary of the Company (i) pursuant to which Seller or its name and jurisdiction of incorporation, (ii) the Company is or may become obligated to issuenumber of shares of authorized capital stock of each class of its capital stock, deliver or sell and (Aiii) any additional the number of issued and outstanding shares of each class of its capital stock, the names of the holders thereof, and the number of shares held by each such holder. All of the issued and outstanding shares of capital stock or other voting securities ofof each Subsidiary of the Company have been duly authorized and are validly issued, or equity interests infully paid, and nonassessable. Except as set forth on Schedule 4.04 of the Company Disclosure Schedule, the Company holds of record and owns beneficially all of the outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (Bother than Permitted Liens). Except as set forth on Schedule 4.04 of the Company Disclosure Schedule, there are no (i) any security convertible into, or exercisable or exchangeable forlimited liability company interests, shares of capital stock or other voting securities of, or equity interests in, of any Subsidiary of the Company reserved, issued or (C) any Voting Debtoutstanding, (ii) pursuant to which Seller preemptive or other outstanding rights, subscriptions, options, warrants, stock appreciation rights, redemption rights, repurchase rights, convertible securities or other agreements, arrangements or commitments of any character granted by any Subsidiary of the Company relating to, or the Company value of which is determined by reference to, the issued or may become obligated to issue, grant, extend unissued capital or enter into any other ownership interest of such warrant, option, right, unit, security, commitment or undertaking Subsidiary or (iii) that give any person other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of any Subsidiary of the Company, and no securities or obligations evidencing such rights are authorized, issued or outstanding. No Subsidiary of the Company has outstanding any bonds, debentures, notes or other obligations, the holders of which have the right to receive vote (or convertible into or exercisable for securities having the right to vote) on any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder matter. As of the Units. There date hereof, there are no Contracts stockholder or member agreements, voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party that require or by which any such Person is bound relating to the Company to register, repurchase, redeem or otherwise acquire voting of any of the capital stock or other equity interest or to make of any investment (in the form of a loan, capital contribution or otherwise) in any person. (c) Other than this Agreement and the Governing Documents Subsidiary of the Company. Except as listed on Schedule 4.04 of the Company Disclosure Schedule, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does its Subsidiaries do not own, directly or indirectly, beneficially or of record, any equity interests shares of capital stock or other security of any other Person or any other investment in any other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any personPerson.

Capitalization; Subsidiaries. (a) Seller has goodExcept for the ▇▇▇▇▇▇ Securities, marketable (x) there are no Equity Interests of ▇▇▇▇▇▇ that are issued and valid title outstanding and (y) there are no: (i) outstanding securities convertible or exchangeable into Equity Interests of ▇▇▇▇▇▇; (ii) options, warrants, calls, subscriptions or other rights, agreements or commitments obligating ▇▇▇▇▇▇ to the Unitsissue, free and clear transfer or sell any of its Equity Interests or any Lienssecurities convertible or exchangeable into Equity Interests or to purchase, and redeem, or otherwise acquire any of its outstanding Equity Interests; or (iii) voting trusts or other agreements or understandings to which ▇▇▇▇▇▇ is the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer party or by which ▇▇▇▇▇▇ is bound with respect to the Unitsvoting, duly endorsed by Seller, and upon Seller’s receipt transfer or other disposition of its Equity Interests. All of the Closing Date Purchase Price▇▇▇▇▇▇ Securities are duly authorized, goodvalidly issued, marketable fully paid and valid title to the Units will pass to Purchaser, free nonassessable and clear of any Lienswere issued in accordance with all applicable Laws. (b) Except for the UnitsAll issued and outstanding ▇▇▇▇▇▇ Securities are (i) duly authorized, there are no shares of capital stock or other voting securities of, or equity interests in, the Company, validly issued, reserved for issuance or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have ; (ii) not been subject to any preemptive rights created by statute, the ▇▇▇▇▇▇ Governing Documents or any agreement to which ▇▇▇▇▇▇ is a party; and (iii) free and clear of any Liens in respect thereof. (c) None of the ▇▇▇▇▇▇ Securities were issued in violation ofof any agreement, and arrangement or commitment or are not subject to, to any preemptive, subscription, purchase options, rights of first refusal preemptive or similar rights under of any provision of applicable Law, the Governing Documents of the Company or any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding Person. (d) No bonds, debentures, notes notes, or other indebtedness of the Company issued by ▇▇▇▇▇▇ (i) having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders stockholders or equityholders of the Units, respectively, ▇▇▇▇▇▇ may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, or which is convertible into or exchangeable for securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any having such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock or other equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any person. (c) Other than this Agreement and the Governing Documents of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units ); or (ii) containing any information rightsthe value of which is directly based upon or derived from the capital stock, registration rightsvoting securities, financial statement requirements or other similar rights that would survive the Closing unless terminated ownership interests of ▇▇▇▇▇▇, are issued or amended prior to the Closingoutstanding. (de) The Company does not have any subsidiaries and does not own, directly or indirectly, any equity interests in any other person or any interest convertible into an equity interest in any other person. The Company has not ▇▇▇▇▇▇ (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or has no Subsidiaries and (ii) guaranteed and is does not responsible or liable for hold any obligation of right to acquire any personEquity Interest in any Person.

Capitalization; Subsidiaries. (a) Seller has good, marketable Simplify is the sole member of Bridge Media and valid title to owns 100% of the UnitsBridge Media Interests, free and clear of any LiensLien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such membership interests), other than restrictions on transfer under applicable securities laws and is as set forth in the sole record and beneficial owner thereofOrganizational Documents of Bridge Media. Assuming Purchaser has Except for the requisite power and authority to be the lawful owner Bridge Media Interests, there are no membership interests or other equity securities or interests of Bridge Media issued or reserved for issuance. All of the Unitsmembership interests of Bridge Media have been validly issued and are not subject to, upon delivery to Purchaser at or issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right, other than as set forth in the Closing Organizational Documents of a certificate Bridge Media. There is no outstanding Voting Company Debt of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any LiensBridge Media. (b) Except for as set forth in the UnitsOrganizational Documents of Bridge Media, (i) there are no shares of capital stock or other voting securities of, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation of, and are not subject to, any preemptive, subscription, purchase options, rights of first refusal or similar rights under any provision of applicable Lawwarrants, the Governing Documents of the Company or any Contract to which the Company is subjectrights, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rightssecurities, “phantom” stock rights, profit participation rights, preemptive rights, puts, calls, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments commitments, Contracts, arrangements or undertakings (other than this Agreement) (i) pursuant of any kind to which Seller Bridge Media or the Company any of its Affiliates is a party or may become obligated by which it is bound (A) obligating Bridge Media to issue, deliver or sell (A) any sell, or cause to be issued, delivered or sold, additional shares of capital stock membership interests or other voting securities of, or equity interests in, the Companyor any security convertible into or exercisable for or exchangeable into, or giving any Person a right to subscribe for or acquire, any membership interest of or other securities or equity interest in, Bridge Media or any Voting Company Debt, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated obligating Bridge Media to issue, grant, extend grant or enter into any such option, warrant, option, right, unit, security, commitment commitment, Contract, arrangement or undertaking or (iiiC) that give obligating Bridge Media to pay an amount in cash or in kind with respect to, or based on the value of, any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder membership interest of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock or other equity interest in Bridge Media or to make any investment (in the form of a loan, capital contribution or otherwise) in any person. (c) Other than this Agreement Voting Company Debt and the Governing Documents of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rightsthere are no voting trusts, registration rights, financial statement requirements proxies or other similar rights that would survive the Closing unless terminated agreements or amended prior understandings to which Simplify, Bridge Media or any of their respective Affiliates is a party or by which Simplify, Bridge Media or any of their respective Affiliates is bound with respect to the Closing. (dvoting of a member of Bridge Media. Section 4.06(b) The Company does not have of the Bridge Media Disclosure Schedule contains a correct and complete list of each Subsidiary of Bridge Media as of the date of this Agreement. No Subsidiary of Bridge Media has any subsidiaries and does not ownassets, directly liabilities, or indirectly, any equity interests in any other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation obligations of any personnature.

Capitalization; Subsidiaries. (a) Seller has goodThe Sale Shares constitute all of the issued and outstanding capital stock and other equity interests of the Share Sale Companies and the Contribution Shares constitute all of the issued and outstanding capital stock and other equity interests of Classifieds DutchCo. The Shares are duly authorized, marketable validly issued, fully paid and valid title to nonassessable and owned by the UnitsSellers, free and clear of all Liens (other than (i) any Liensrestrictions on transfer imposed by federal, and is state or local securities laws or the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner Organizational Documents of the UnitsShare Sale Companies or Classifieds DutchCo, upon delivery (ii) any Liens created by or through, or resulting from any facts or circumstances relating to, Purchaser or its Affiliates or (iii) Liens that will be released prior to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liens. (b) Closing). Except for the UnitsShares, there are no shares of common stock, preferred stock or other equity interests of Classifieds DutchCo or any Share Sale Company issued or outstanding, and there are no preemptive or other outstanding rights, subscriptions, options, warrants, stock appreciation rights, redemption rights, performance shares, repurchase rights, voting rights, contingent value rights, “phantom share,” convertible, exercisable, or exchangeable securities or similar securities or rights that are derivative of any capital stock or other voting securities equity interests of, or equity interests inother ownership interest in Classifieds DutchCo or any Share Sale Company or any other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, or any agreements providing for the issuance (contingent or otherwise) of, any securities of Classifieds DutchCo or any Share Sale Company, issued, reserved for issuance and no securities evidencing such rights are issued or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation of, and are not subject to, None of Classifieds DutchCo or the Share Sale Companies has any preemptive, subscription, purchase options, rights of first refusal or similar rights under any provision of applicable Law, the Governing Documents of the Company or any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of obligations that provide the Company having holders thereof the right to vote (or that are convertible into, or exchangeable into or exercisable or exchangeable for, interests or for securities having the right to vote) with the stockholders of Classifieds DutchCo or such Share Sale Company on any matters on which holders matter. (b) Upon Closing, Purchaser will, directly or indirectly, (i) own one-hundred percent (100%) of the UnitsShares and (ii) have good and valid title to all of the outstanding capital stock and other equity interests of each Share Sale Company and Classifieds DutchCo, respectivelyin each case, may vote free and clear of all Liens (other than (A) any restrictions on transfer imposed by federal, state or local securities laws or the Organizational Documents of the Share Sale Companies or Classifieds DutchCo, (B) any Liens created by or through, or resulting from any facts or circumstances relating to, Purchaser or its Affiliates or (C) Liens that will be released prior to Closing). (c) Classifieds DutchCo or the Share Sale Companies own all of the issued and outstanding capital stock and other equity interests (the “Voting DebtSubsidiary Shares”) of each Transferred Company Subsidiary. Other than the Transferred Company Subsidiaries, none of the Transferred Entities has any Subsidiaries. The Subsidiary Shares are duly authorized, validly issued, fully paid and nonassessable and owned by the Transferred Entities, in each case, free and clear of all Liens (other than (i) any restrictions on transfer imposed by federal, state or local securities laws or the Organizational Documents of the Share Sale Companies or Classifieds DutchCo, (ii) any Liens created by or through, or resulting from any facts or circumstances relating to, Purchaser or its Affiliates or (iii) Liens that will be released prior to Closing). There Except for the Subsidiary Shares, there are no shares of common stock, preferred stock or other equity interests of any Transferred Company Subsidiary issued or outstanding, and there are no preemptive or other outstanding warrantsrights, subscriptions, options, rights, “phantom” stock rightswarrants, stock appreciation rights, stock-based redemption rights, performance unitsshares, convertible repurchase rights, voting rights, contingent value rights, “phantom share,” convertible, exercisable, or exchangeable securities or other commitments similar securities or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities rights that are derivative of, or equity interests in, the Company, (B) other ownership interest in any security Transferred Company Subsidiary or any other securities or obligations convertible intoor exchangeable into or exercisable for, or exercisable giving any Person a right to subscribe for or exchangeable foracquire, shares or any agreements providing for the issuance (contingent or otherwise) of, any securities of capital stock any Transferred Company Subsidiary, and no securities evidencing such rights are issued or outstanding. None of the Transferred Company Subsidiaries has any outstanding bonds, debentures, notes or other voting securities of, or equity interests in, obligations that provide the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person holders thereof the right to receive vote (or are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders of such Transferred Company Subsidiary on any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock or other equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any person. (c) Other than this Agreement and the Governing Documents of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closingmatter. (d) The Company does not have any subsidiaries Classifieds DutchCo, the Share Sale Companies or, solely with respect to Quikr, a member of the Parent Group, own a minority interest in the issued and does not own, directly or indirectly, any outstanding capital stock and other equity interests in any other person or any interest convertible into an equity interest in any other personof the entities set forth on Section 3.2(d) of the Parent Disclosure Schedule (such entities “Minority Interests”). The Section 3.2(d) of the Parent Disclosure Schedule sets forth a list of all Transferred Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed Subsidiaries and is not responsible or liable for any obligation Minority Interests as of any personthe date hereof.

Capitalization; Subsidiaries. (a) Seller has good, marketable and valid title to the Units, free and clear of any Liens, and is the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner All of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of any Liens. (b) Except for the Units, there are no shares of capital stock or other voting securities of, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units Purchased Shares have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation of, and are not subject to, any preemptive, subscription, purchase options, rights of first refusal or similar rights under any provision of applicable Law, the Governing Documents of the Company or any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote assessable (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”if applicable). There are no outstanding options, warrants, optionsrights, rightsconvertible, exercisable or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments commitments, Contracts, arrangements or undertakings (other than this Agreement) (i) pursuant of any kind to which any of the Seller or its Affiliates is a party or by which it is bound obligating any of the Seller or its Affiliates or any of the Holding Companies or Company is or may become obligated Subsidiaries to issue, deliver or sell (A) any sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities ofEquity Interests in, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, any capital stock of, or other Equity Interest in, any Holding Company or Company Subsidiary. (b) Section 4.02(b) of the Seller Disclosure Letter contains a correct and complete list, with respect to each of the Holding Companies and Company Subsidiaries, (i) the name and jurisdiction of incorporation, (ii) the authorized, issued and outstanding Equity Interests (by type, series, class or other applicable description) and the owner(s) thereof and (iii) any registered branches of such Holding Company or Company Subsidiaries. The Holding Companies and Company Subsidiaries have no other Equity Interests authorized, issued or outstanding, and there exist no obligation or requirement on any of the foregoing Persons to authorize or issue other Equity Interests. The Holding Companies and Company Subsidiaries hold no, and have no right to acquire, by Contract or otherwise, any Equity Interests in any Person. All of the issued and outstanding shares of capital stock or other voting securities of, or equity interests other Equity Interests in, the Company or Subsidiaries (Cthe “Subsidiary Shares”) any Voting Debt, have been duly authorized and validly issued and are fully paid and non-assessable (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder if applicable). All of the Units. There Subsidiary Shares are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock or other equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any person. (c) Other than this Agreement and the Governing Documents of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does not ownowned, directly or indirectly, any equity interests in any other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreedof record and beneficially, nor is it obligatedby the Seller, to make any future investment in or capital contribution to any person or (ii) guaranteed free and is not responsible or liable for any obligation clear of any personand all Liens other than transfer restrictions imposed by applicable securities laws.

Capitalization; Subsidiaries. (a) Seller has goodThe authorized capital stock of the Company consists of 15,000 shares of the Company Common Stock. As of the date hereof, marketable (i) 15,000 shares of the Company Common Stock were issued and valid title outstanding, all of which shares were validly issued, fully paid and nonassessable, were issued free of preemptive (or similar) rights, except as disclosed in Section 2.3(a)(i) of the Company Disclosure Schedule (all of which rights have been waived by the holders thereof pursuant to the Units, free and clear of any LiensSection 5.1 hereof), and is were owned beneficially and of record in the sole record amounts and beneficial owner thereof. Assuming Purchaser has by the requisite power and authority to be the lawful owner persons set forth in Section 2.3(a)(i) of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by SellerCompany Disclosure Schedule, and upon Seller’s receipt (ii) no shares of the Closing Date Purchase Price, good, marketable and valid title to Company Common Stock were held in the Units will pass to Purchaser, free and clear treasury of any Liens. (b) the Company. Except for the Unitsas set forth above, there are outstanding (1) no shares of capital stock or other voting securities of, or equity interests in, of the Company, issued(2) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, reserved for issuance (3) no options or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation ofother rights to acquire from the Company, and are not subject tono obligation of the Company to issue, any preemptivecapital stock, subscriptionvoting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company and (4) no equity equivalents, purchase options, rights of first refusal interests in the ownership or similar rights under any provision of applicable Law, the Governing Documents earnings of the Company or any Contract to which the Company is subjectother similar rights (collectively, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”"COMPANY SECURITIES"). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares obligations of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any Company Securities. There are no other options, calls, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company to which the Company is a party. There are no outstanding contractual obligations of the Company to repurchase, redeem or other equity interest otherwise acquire any Company Securities or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any personother entity. (c) Other than this Agreement and the Governing Documents of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (db) The Company does not have any nor are there any subsidiaries and does not ownor other entities in which the Company (other than through fiduciary investments on behalf of employee retirement accounts) owns, directly or indirectly, any equity interests in any other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any personinterest.

Capitalization; Subsidiaries. (a) Seller has goodThe entire authorized, marketable and valid title to the Unitsissued, free and clear of any Liens, and is the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner designated or outstanding equity interests of the Units, upon delivery to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt Company consist solely of the Closing Date Purchase PriceMembership Interests, goodone hundred percent (100%) of which are directly owned, marketable beneficially and valid title to of record, by the Units will pass to PurchaserSeller as set forth on Section 3.3(a) of the Disclosure Schedule. All of the Membership Interests are validly issued, free fully paid and clear of any Liensnonassessable. The Membership Interests are not represented by physical certificates and no physical certificates have ever been issued in respect thereof. (b) Except for None of the UnitsMembership Interests are subject to, there are no shares of capital stock or other voting securities of, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been nor were they issued in violation of, and are not subject toany federal or state securities Law, any preemptivepurchase, subscriptionprofits interest, purchase optionsoption, rights call option, warrant, right of first refusal refusal, first offer, co-sale or participation, preemptive right, subscription right or any similar rights under any provision right. The execution and delivery of applicable Law, this Agreement and the Governing other Transaction Documents and the consummation of the transactions contemplated hereby and thereby do not implicate any rights or obligations under the Limited Liability Company Agreement that have not been complied with or any Contract to which waived. (c) Except as set forth in Section 3.3(c) of the Company is subjectDisclosure Schedule, bound or a party or otherwise. There (i) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrantssecurities, options, warrants, profits interests, calls, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments obligations of any kind (contingent or undertakings (other than this Agreementotherwise) (i) pursuant to which Seller or the Company is a party or may become obligated by which it is bound obligating the Company to issue, deliver or sell (A) any additional shares of capital stock equity securities or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable into or exchangeable for, shares for equity securities of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or obligating the Company is or may become obligated to issue, grant, extend or enter into any such warrantsecurity, option, rightwarrant, unitprofits interest, securitycall, commitment right or undertaking or obligation, (iiiii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There there are no Contracts to which the Company is a party that require outstanding obligations of the Company to register, repurchase, redeem or otherwise acquire any capital stock or other equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any person. (c) Other than this Agreement and the Governing Documents of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does not ownacquire, directly or indirectly, any securities (or options or warrants to acquire any such securities) of the Company, (iii) the Company is not a party to or bound by any Contract granting any equity, warrant, option, equity interests appreciation, phantom equity, profit participation or similar right or any participation right in the revenue or profits of the Company and (iv) there are no Contracts with respect to the (A) voting of any other person equity securities of the Company (including any proxy or director nomination rights) or (B) transfer of, or transfer restrictions on, any equity securities of the Company. There are no declared or accrued but unpaid dividends with respect to any Membership Interests. (d) Section 3.3(d) of the Disclosure Schedule sets forth (i) a complete and accurate list of all of the direct and indirect Subsidiaries of the Company and (ii) each equity or similar interest in, or any interest convertible into an or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business associate or entity owned directly or indirectly by the Company Group. All of the outstanding equity interests of each Subsidiary are directly owned of record by the Company or another Subsidiary of the Company, free and clear of any Liens, other than Permitted Liens. No Person other than the Company or another Subsidiary of the Company has any ownership or other rights of any kind in or with respect to or based upon any equity interests of the Company’s Subsidiaries. There are no preemptive or other outstanding rights, options, warrants, phantom equity interests, conversion rights, stock appreciation rights, profit participation rights, redemption rights, repurchase rights, rights of first offer, rights of first refusal, Contracts, agreements, arrangements or commitments of any character under which any member of the Company Group is or may become obligated to issue or sell, or give any Person a right to subscribe for or acquire, or in any way dispose of, any shares of equity interests, or any securities or obligations exercisable or exchangeable for or convertible into any shares of equity interests, of any member of the Company Group, and no securities or obligations evidencing such rights are authorized, issued or outstanding. (e) All of the outstanding equity interests of the Option Companies are directly owned of record by the Seller or Owners, free and clear of any Liens, other personthan Permitted Liens. The Company No Person other than the Seller or Owners has not (i) agreed, nor is it obligated, to make any future investment ownership or other rights of any kind in or capital contribution with respect to or based upon any person equity interests of the Subsidiaries. There are no preemptive or (ii) guaranteed and is not responsible other outstanding rights, options, warrants, phantom equity interests, conversion rights, stock appreciation rights, profit participation rights, redemption rights, repurchase rights, rights of first offer, rights of first refusal, Contracts, agreements, arrangements or liable for any obligation commitments of any personcharacter under which any Option Company is or may become obligated to issue or sell, or give any Person a right to subscribe for or acquire, or in any way dispose of, any shares of equity interests, or any securities or obligations exercisable or exchangeable for or convertible into any shares of equity interests, of any Option Company, and no securities or obligations evidencing such rights are authorized, issued or outstanding. (f) At least two (2) Business Days prior to the Closing Date, the Owners, the Seller and the Company completed, or caused their respective Affiliates (as applicable) to complete, the Pre- Closing Reorganization in accordance with the steps set forth on Exhibit A-1 and validly assigned to the Company Group each of the assets set forth on Exhibit A-2.

Capitalization; Subsidiaries. (a) Seller has goodThe authorized Share Capital of the Company consists only of an unlimited number of Shares. The rights and privileges of the Shares are set forth in the Company’s articles of incorporation, marketable and valid title as amended and/or restated to the Unitsdate hereof, free and clear of any Liens, and is heretofore provided to the sole record and beneficial owner thereofPurchaser. Assuming Purchaser has the requisite power and authority to be the lawful owner As of the Unitsdate hereof, upon delivery to Purchaser there are 10,916,606 Shares issued and outstanding. As at the Closing date hereof, up to a maximum of a certificate of transfer 1,092,533 Shares may be issued pursuant to outstanding share option entitlements. The Data Room contains information with respect to the Unitsholders of all outstanding Company share options and the number, exercise prices, and expiration dates of each grant to such holders. All the outstanding Shares are, and all Shares that may be issued pursuant to the exercise of outstanding Company share options will, when issued in accordance with the respective terms of the applicable share options, be, duly endorsed authorized, validly issued, fully paid and non-assessable and are not and will not be subject to or issued in violation of any pre-emptive rights. There are no bonds, debentures, notes or other Indebtedness having voting rights (or convertible into securities having such rights) in respect of the Company or any of its Subsidiaries (“Voting Debt”), whether issued by Sellerthe Company or any of its Subsidiaries, issued and outstanding. Except as described in the fourth sentence of this Section 3.2(a), there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments obligating the Company or any of its Subsidiaries to issue, transfer, or sell, or to cause to be issued, transferred, or sold, any shares of the Share Capital or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities or obligations of any kind convertible into or exchangeable for any shares of the Share Capital or Voting Debt of, or other equity interest in, the Company, any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, nor is there outstanding any stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments based upon the book value, income or any other attribute of the Company or any of its Subsidiaries. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of the Share Capital of any of its Subsidiaries. No Subsidiary of the Company owns any Shares. There are no registration rights, and upon Seller’s receipt there is no rights agreement, “poison pill” anti-takeover plan or other agreement or understanding to which the Company or any of its Subsidiaries is a party or by which it or they are bound with respect to the Share Capital of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear Company or any of any Liensits Subsidiaries. (b) Except for 3911357 Canada Inc., Total Care Technologies PTY Ltd. and Total Care Technologies International Inc., are all the Units, there are no Subsidiaries of the Company. All outstanding shares of capital stock the Share Capital in each Subsidiary: (i) are owned, directly or other voting securities ofindirectly, by the Company free and clear of all pledges, claims, liens, charges, mortgages, hypothecs, assignments, conditional sales, encumbrances or equity security interests inof any kind or nature whatsoever (whether statutory or otherwise) (collectively, the Company, issued, reserved for issuance or outstanding. The Units “Liens”); (ii) have been duly authorized and validly issued and are fully paid and non-assessable; and (iii) are free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such Share Capital or other ownership interests) that would prevent the Purchaser from operating the business of such Subsidiary immediately after the Effective Time in materially the same manner as operated on the date hereof. The Units have not been issued in violation of, and are not subject to, any preemptive, subscription, purchase options, rights of first refusal or similar rights under any provision of applicable Law, Other than the Governing Documents Subsidiaries of the Company or any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) as set forth on any matters on which holders of the Units, respectively, may vote (“Voting Debt”Schedule 3.2(b). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock or other equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any person. (c) Other than this Agreement and the Governing Documents of the Company, the Units are not subject to any voting trust agreement or other Contract, including any such Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the Closing. (d) The Company does not have any subsidiaries and does not ownown or control, directly or indirectly, any equity interests in any other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any personPerson.

Capitalization; Subsidiaries. (a) Seller All of the authorized, issued and outstanding Membership Interests of the Company are held of record by the Sellers in such amounts as set forth on Schedule 3.03(a). The three Sellers are the only three members of the Company, and any buy-out, redemption or termination of any prior members has good, marketable and valid title been completed (subject to the Units, free Company’s payment obligations to Ro▇▇▇▇ ▇▇▇▇▇▇▇▇) and clear waivers and releases have been provided by any such prior member. Any outstanding obligation due to any such prior member is listed in Schedule 3.03(a). All of such outstanding Membership Interests have been validly issued and duly authorized and were not issued in violation of any Lienspurchase or call option, and is the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner right of the Unitsfirst refusal, upon delivery to Purchaser at the Closing of a certificate of subscription rights, preemptive rights, transfer with respect to the Units, duly endorsed by Seller, and upon Seller’s receipt of the Closing Date Purchase Price, good, marketable and valid title to the Units will pass to Purchaser, free and clear of restriction or any Lienssimilar rights or any federal or state securities Laws. (b) Except for All of the Unitsauthorized, there are no shares of capital stock or other voting securities of, or issued and outstanding equity interests in, of the Company, issued, reserved for issuance or outstandingAcquired Subsidiaries are held of record by the Company in such amounts as set forth on Schedule 3.03(b) (the “Acquired Subsidiary Equity Interests”). The Units All of such Acquired Subsidiary Equity interests have been validly issued and duly authorized and validly issued and are fully paid and non-assessable. The Units have were not been issued in violation ofof any purchase or call option, and are not subject to, any preemptive, subscription, purchase options, rights right of first refusal refusal, subscription rights, preemptive rights, transfer restriction or any similar rights under any provision of applicable Law, the Governing Documents of the Company or any Contract to which the Company is subject, bound federal or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or state securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security convertible into, or exercisable or exchangeable for, shares of capital stock or other voting securities of, or equity interests in, the Company or (C) any Voting Debt, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There are no Contracts to which the Company is a party that require the Company to register, repurchase, redeem or otherwise acquire any capital stock or other equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any personLaws. (c) Other than this Agreement the Membership Interests and the Governing Documents Acquired Subsidiary Equity Interests, there are no (i) outstanding equity interests of the Company or any Acquired Subsidiary, or (ii) Contracts, understandings or arrangements, including options, warrants or scripts by which the Company is or may become bound to issue any equity interests of the Company or any Acquired Subsidiary. Except as set forth on Schedule 3.03(c), neither the Company nor any Acquired Subsidiary is a party to any option, warrant, purchase right, subscription right, preemptive right, conversion right, call, put, right of first refusal or other Contract that would require the Company, any Acquired Subsidiary or, to the Knowledge of the Company, the Units Seller to sell, transfer, or otherwise dispose of any equity interests of the Company or the Acquired Subsidiaries (other than this Agreement). Except as set forth on Schedule 4.03(c), there are not subject to any no voting trust agreement trusts, proxies, or other Contract, including any such Contract (i) restricting or otherwise relating agreements with respect to the voting, dividend rights or disposition voting of any equity interests of the Units Company or (ii) containing any information rightsAcquired Subsidiaries, registration rightsand there are no outstanding or authorized equity appreciation, financial statement requirements phantom equity, equity incentive plans, profits interests or other similar rights that would survive the Closing unless terminated or amended prior with respect to the ClosingCompany or the Acquired Subsidiaries. (d) The Company does not control, directly or indirectly, or have any subsidiaries and direct or indirect equity participation in any Person, other than the Acquired Subsidiaries as set forth on Schedule 3.03(b). Other than the Acquired Subsidiaries, the Company does not ownown or have any right to acquire, directly or indirectly, any outstanding capital stock of, or other equity interests in in, any other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any personPerson.

Capitalization; Subsidiaries. (a) Seller has good, marketable and valid title to the Units, free and clear of any Liens, and is the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner The capitalization of the UnitsCompany as of September 30, upon delivery 2012 is set forth on Exhibit A to Purchaser at the Closing of a certificate of transfer with respect to the Units, duly endorsed by Seller, this Agreement. All issued and upon Seller’s receipt outstanding shares of the Closing Date Purchase PriceCompany’s capital stock are validly issued, good, marketable fully paid and valid title to the Units will pass to Purchaser, nonassessable and free and clear of any Lienspreemptive rights. (b) Except for the Unitsas set forth on Exhibit A, (i) there are no not outstanding, authorized or designated any (A) shares of capital stock or other voting securities of, or equity interests in, the Company, issued, reserved for issuance or outstanding. The Units have been duly authorized and validly issued and are fully paid and non-assessable. The Units have not been issued in violation of, and are not subject to, any preemptive, subscription, purchase options, rights of first refusal or similar rights under any provision of applicable Law, the Governing Documents of the Company or any Contract to which the Company is subject, bound or a party or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, interests or securities having the right to vote) on any matters on which holders of the Units, respectively, may vote (“Voting Debt”). There are no outstanding warrants, options, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, convertible or exchangeable securities or other commitments or undertakings (other than this Agreement) (i) pursuant to which Seller or the Company is or may become obligated to issue, deliver or sell (A) any additional shares of capital stock or other voting securities of, or equity interests in, the Company, (B) any security securities of the Company convertible into, or exercisable into or exchangeable for, for shares of capital stock or other voting securities of, or equity interests in, of the Company or (C) options or other rights to acquire from the Company, and no obligation of the Company to issue, any Voting Debtcapital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, (ii) pursuant to which Seller or the Company is or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking or (iii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to Seller as the sole holder of the Units. There there are no Contracts to which the Company is a party that require outstanding obligations of the Company to register, repurchase, redeem or otherwise acquire any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company and (iii) there are no other equity interest options, calls, warrants or other rights, agreements, arrangements or commitments of any character relating to make the issued or unissued capital stock of the Company or any investment (in of its Subsidiaries to which the form Company or any of its Subsidiaries is a loan, capital contribution or otherwise) in any personparty. (c) Other than this Agreement Except as set forth in the SEC Reports (as defined in Section 3.7 below) and as otherwise required by Law, there are no restrictions upon the Governing Documents voting or transfer of any of the Companyshares of capital stock of the Company pursuant to the Articles of Incorporation, the Units are not subject to Bylaws or other governing documents or any voting trust agreement or other Contract, including any such Contract (i) restricting instruments to which the Company is a party or otherwise relating to by which the voting, dividend rights or disposition of the Units or (ii) containing any information rights, registration rights, financial statement requirements or other similar rights that would survive the Closing unless terminated or amended prior to the ClosingCompany is bound. (d) The Exhibit B sets forth a complete list of all of the Subsidiaries, together with their respective jurisdictions of organization, authorized capital stock (to the extent applicable), outstanding equity interests and record ownership thereof. Except for its Subsidiaries and as otherwise set forth in Exhibit B, the Company does not have any subsidiaries and does not ownown or hold, directly beneficially or indirectlyof record, any equity interests in or other security of any other person or any interest convertible into an equity interest in any other person. The Company has not (i) agreed, nor is it obligated, to make any future investment in or capital contribution to any person or (ii) guaranteed and is not responsible or liable for any obligation of any personPerson.