Common use of Capitalization; Subsidiaries Clause in Contracts

Capitalization; Subsidiaries. (a) Section 2.5(a) of the Seller Disclosure Schedule sets forth the number of authorized, issued and outstanding shares of capital stock or other equity interests and the record owner or owners thereof of JCG LLC, the Company and each of the Company Subsidiaries. All of the outstanding shares of capital stock or other equity interests of JCG LLC, the Company and each Company Subsidiary are validly issued, fully paid and nonassessable and were issued in conformity with applicable Laws, have not been issued in violation of any preemptive or similar rights, and are owned, in the case of the ▇▇▇▇ ▇▇▇▇▇ USA Shares, by Seller (or, in the event the Reorganization is consummated prior to the Closing, JCG LLC), and in the case of the capital stock of each of the Company Subsidiaries, directly or indirectly by the Company (and, as a result of Purchaser’s acquisition of the ▇▇▇▇ ▇▇▇▇▇ USA Shares (or, in the event the Reorganization is consummated prior to the Closing, the JCG LLC Interests), Purchaser is indirectly acquiring the capital stock and assets of each of the Company Subsidiaries), in each case free and clear of any Liens. Except as set forth in Section 2.5(a) of the Seller Disclosure Schedule, there are no outstanding options, warrants, calls, rights or commitments or any other agreements of any kind relating to the sale, issuance or voting of, or the granting of rights to acquire, any shares of the capital stock or equity interests of JCG LLC, the Company or any Company Subsidiary, or any securities or other instruments convertible into, exchangeable or exercisable for, or evidencing the right to purchase any shares of capital stock or equity interests of JCG LLC, the Company or any Company Subsidiary. (b) Other than the Company Subsidiaries listed in Section 2.1 of the Seller Disclosure Schedule and set forth in Section 2.5(b) of the Seller Disclosure Schedule, there are no other Persons in which the Company or any Company Subsidiary owns, of record or beneficially, any direct or indirect equity or other similar interest or any right (contingent or otherwise) to acquire any direct or indirect equity or similar interest. As of the date hereof, there is no Person in which JCG LLC owns, of record or beneficially, any direct or indirect equity or other similar interest or any right (contingent or otherwise) to acquire any direct or indirect equity or other similar interest. In the event the Reorganization is consummated prior to the Closing, JCG LLC will own all of the then outstanding equity interests of the Company. (c) Except as set forth in Section 2.5(c) of the Seller Disclosure Schedule, neither Seller nor any of its Affiliates owns any capital stock or other securities of Purchaser.

Capitalization; Subsidiaries. (a) Section 2.5(a) On the Effective Date, after giving effect to the transactions contemplated hereby to occur on the Effective Date, the authorized Capital Stock of the Seller Disclosure Parent and DSW and the issued and outstanding Capital Stock of the Parent and DSW are as set forth on Schedule sets forth 5.01(e)(i). All of the number of authorized, issued and outstanding shares of capital stock Capital Stock of the Parent and DSW have been validly issued and are fully paid and nonassessable, and the holders thereof are not entitled to any preemptive, first refusal or other equity interests similar rights. With respect to the Parent, there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Warrant Stock, except for anti-dilution provisions which have been validly waived on or prior to the date hereof in respect of the issuance of the Warrant Stock. The Warrant Stock has been duly authorized and reserved (or in the case of the DSW Common Stock, has been issued) for issuance upon the exercise of the Warrants and the record owner or owners thereof of JCG LLCConversion Warrants, the Company and each of the Company Subsidiaries. All of the outstanding shares of capital stock or other equity interests of JCG LLCupon such exercise, the Company and each Company Subsidiary are will be validly issued, fully paid and nonassessable non-assessable, free from all taxes, liens and were charges with respect to the issue thereof, and will not be subject to preemptive rights or other similar rights of stockholders of the Parent, DSW or any other Person. (i) Except as described on Schedule 5.01(e)(i), as of the Effective Date, there are no outstanding debt or equity securities of the Parent, DSW or any of their respective Subsidiaries and no outstanding obligations of the Parent, DSW or any of their respective Subsidiaries convertible into or exchangeable for, or warrants, options or other rights for the purchase or acquisition from the Parent, DSW or any of their respective Subsidiaries, or other obligations of the Parent, DSW or any of their respective Subsidiaries to issue, directly or indirectly, any shares of Capital Stock of the Parent, DSW or any of their respective Subsidiaries. (ii) Schedule 5.01(e)(ii) is a complete and correct description of the name, jurisdiction of incorporation and ownership of the outstanding Capital Stock of each of the Subsidiaries of the Parent and DSW in existence on the Effective Date. All of the issued in conformity with applicable Lawsand outstanding shares of Capital Stock of the Subsidiaries of the Parent have been validly issued and are fully paid and nonassessable, have and the holders thereof are not been issued in violation of entitled to any preemptive preemptive, first refusal or other similar rights. Except as indicated on such Schedule, all such Capital Stock is owned by the Parent, DSW or one or more of their respective wholly-owned Subsidiaries, free and are owned, clear of all Liens other than in the case of the ▇▇▇▇ ▇▇▇▇▇ USA SharesDSW Common Stock held by the Parent, by Seller Liens permitted pursuant to clause (or, in xvi) of the event the Reorganization is consummated prior to the Closing, JCG LLC)definition of Permitted Liens, and in the case of the capital stock Capital Stock of each Subsidiaries of the Company SubsidiariesDSW, directly or indirectly by the Company (and, such Liens as a result of Purchaser’s acquisition of the ▇▇▇▇ ▇▇▇▇▇ USA Shares (or, in the event the Reorganization is consummated prior may exist from time to the Closing, the JCG LLC Interests), Purchaser is indirectly acquiring the capital stock and assets of each of the Company Subsidiaries), in each case free and clear of any Liens. Except as set forth in Section 2.5(a) of the Seller Disclosure Schedule, there are no outstanding options, warrants, calls, rights or commitments or any other agreements of any kind relating to the sale, issuance or voting of, or the granting of rights to acquire, any shares of the capital stock or equity interests of JCG LLC, the Company or any Company Subsidiary, or any securities or other instruments convertible into, exchangeable or exercisable for, or evidencing the right to purchase any shares of capital stock or equity interests of JCG LLC, the Company or any Company Subsidiarytime. (b) Other than the Company Subsidiaries listed in Section 2.1 of the Seller Disclosure Schedule and set forth in Section 2.5(b) of the Seller Disclosure Schedule, there are no other Persons in which the Company or any Company Subsidiary owns, of record or beneficially, any direct or indirect equity or other similar interest or any right (contingent or otherwise) to acquire any direct or indirect equity or similar interest. As of the date hereof, there is no Person in which JCG LLC owns, of record or beneficially, any direct or indirect equity or other similar interest or any right (contingent or otherwise) to acquire any direct or indirect equity or other similar interest. In the event the Reorganization is consummated prior to the Closing, JCG LLC will own all of the then outstanding equity interests of the Company. (c) Except as set forth in Section 2.5(c) of the Seller Disclosure Schedule, neither Seller nor any of its Affiliates owns any capital stock or other securities of Purchaser.

Capitalization; Subsidiaries. (a) Section 2.5(a) of the Seller Disclosure Schedule sets forth the number of authorized, issued and outstanding shares of capital stock or other The only equity interests and the record owner or owners thereof of JCG LLC, the Company and each of the Company Subsidiaries. All of the outstanding shares of capital stock or other equity interests of JCG LLC, the Company and each Company Subsidiary that are validly issued, fully paid reserved for issuance or outstanding are the Purchased Interests held by Seller (all of which are uncertificated). The Purchased Interests have been duly authorized and nonassessable and were (as applicable) validly issued and, other than this Agreement, are not subject to or issued in conformity with applicable Laws, have not been issued in breach or violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or similar rightsright under any provision of applicable law, the organizational and governance documents of the Company or any contract to which the Company or its Subsidiary is a party or is otherwise bound, and are owned, in the case of the ▇▇▇▇ ▇▇▇▇▇ USA Shares, by Seller (or, in the event the Reorganization is consummated prior to the Closing, JCG LLC), and in the case of the capital stock of each of the Company Subsidiaries, directly or indirectly by the Company (and, as a result of Purchaser’s acquisition of the ▇▇▇▇ ▇▇▇▇▇ USA Shares (or, in the event the Reorganization is consummated prior to the Closing, the JCG LLC Interests), Purchaser is indirectly acquiring the capital stock and assets of each of the Company Subsidiaries), in each case free and clear of any Liens, other than applicable restrictions on transfer pursuant to federal, state or foreign securities laws, and upon transfer of the Purchased Interests to Purchaser on the Closing Date in accordance with Article II, Purchaser will receive good and valid title to the Purchased Interests, free and clear of any Liens, other than applicable restrictions on transfer pursuant to federal, state or foreign securities laws. (b) Schedule 3.7(b) sets forth the class and amount of authorized and outstanding equity interests of the Company’s Subsidiary. All of the outstanding equity interests of the Subsidiary of the Company are held by the Company and are duly authorized and validly issued and not subject to or issued in breach or violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or similar right under any provision of applicable law, the organizational and governance documents of such Subsidiary or any contract to which the Company or its Subsidiary is a party or is otherwise bound. Except as set forth on Schedule 3.7, the Company has good and valid title to all the equity interests of the Subsidiary of the Company, free and clear of all Liens, other than Permitted Liens, and is the record owner thereof. (c) There are not any bonds, debentures, notes or other Indebtedness of the Company or its Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of equity interests of the Company or its Subsidiary may vote (“Voting Company Debt”). Except as set forth in Section 2.5(a) of the Seller Disclosure ScheduleSchedule 3.7(c), there are no outstanding not any options, warrants, callsrights, rights convertible or commitments exchangeable securities, phantom stock rights, stock appreciation rights, stock-based performance units or any other agreements contracts of any kind relating to which the saleCompany or its Subsidiary is a party or by which any of them is bound (i) obligating the Company or its Subsidiary to issue, issuance deliver or voting ofsell, or the granting of rights cause to acquirebe issued, any shares of the capital stock delivered or sold, additional equity interests of JCG LLC, the Company or any Company its Subsidiary, or any securities or other instruments security convertible into, exchangeable or exercisable forfor or exchangeable into any equity interest of the Company or its Subsidiary, or evidencing any Voting Company Debt, (ii) obligating the Company or its Subsidiary to issue, grant, extend or enter into any such option, warrant, right, security, unit or contract or (iii) that give any Person the right to purchase receive any shares of capital stock economic benefit or equity interests of JCG LLC, right from the Company or any Company Subsidiary. (b) Other than its Subsidiary similar to or derived from the Company Subsidiaries listed in Section 2.1 economic benefits and rights accruing to holders of the Seller Disclosure Schedule and set forth in Section 2.5(b) of the Seller Disclosure Schedule, there are no other Persons in which the Company or any Company Subsidiary owns, of record or beneficially, any direct or indirect equity or other similar interest or any right (contingent or otherwise) to acquire any direct or indirect equity or similar interest. As of the date hereof, there is no Person in which JCG LLC owns, of record or beneficially, any direct or indirect equity or other similar interest or any right (contingent or otherwise) to acquire any direct or indirect equity or other similar interest. In the event the Reorganization is consummated prior to the Closing, JCG LLC will own all of the then outstanding equity interests of the CompanyCompany or its Subsidiary. There are not any outstanding contractual obligations of the Company or its Subsidiary to repurchase, redeem or otherwise acquire any equity interests of the Company or its Subsidiary or any other Person. (cd) Except as set forth in Section 2.5(cSchedule 3.7(d), there are not any options, warrants, rights, convertible or exchangeable securities, phantom stock rights, stock appreciation rights, stock-based performance units or contracts of any kind to which Seller is a party or by which it is bound (i) obligating Seller to issue, deliver or sell, or cause to be issued, delivered or sold, equity interests of Seller, or any security convertible or exercisable for or exchangeable into any equity interest of Seller, to any current employee or independent contractor of the Company or its Subsidiary, (ii) obligating Seller Disclosure Scheduleto issue, grant, extend or enter into any such option, warrant, right, security, unit or contract to any current employee or independent contractor of the Company or its Subsidiary or (iii) that give any current employee or independent contractor of the Company or its Subsidiary the right to receive any economic benefit or right from Seller similar to or derived from the economic benefits and rights accruing to holders of equity interests of Seller. (e) Except for its interests in its Subsidiary listed on Schedule 3.7 or as otherwise set forth on Schedule 3.7, neither Seller the Company nor its Subsidiary owns, directly or indirectly, any of its Affiliates owns equity interest in any capital stock or other securities of PurchaserPerson.

Capitalization; Subsidiaries. (a) Section 2.5(a) The Company has an authorized capitalization as set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. All of the Seller Disclosure Schedule sets forth the number of authorized, issued and outstanding shares of capital stock or other equity interests and the record owner or owners thereof of JCG LLC, the Company and each of the Company Subsidiaries. All of the outstanding shares of capital stock or other equity interests of JCG LLC, the Company are duly authorized and each Company Subsidiary are validly issued, fully paid and nonassessable nonassessable, and were issued in conformity with applicable Laws, have not been issued in violation of any preemptive or similar rightscompliance with all applicable securities laws, and are owned, conform in all material respects to the description thereof in the case Registration Statement, the Time of Sale Disclosure Package and the ▇▇▇▇ ▇▇▇▇▇ USA Shares, by Seller (or, Final Prospectus. Except for the issuances of options or restricted stock in the event ordinary course of business, since the Reorganization respective dates as of which information is consummated prior to the Closing, JCG LLC), and provided in the case Registration Statement, the Time of Sale Disclosure Package or the capital stock of each of Final Prospectus, the Company Subsidiarieshas not entered into or granted any convertible or exchangeable securities, directly or indirectly by the Company (and, as a result of Purchaser’s acquisition of the ▇▇▇▇ ▇▇▇▇▇ USA Shares (or, in the event the Reorganization is consummated prior to the Closing, the JCG LLC Interests), Purchaser is indirectly acquiring the capital stock and assets of each of the Company Subsidiaries), in each case free and clear of any Liens. Except as set forth in Section 2.5(a) of the Seller Disclosure Schedule, there are no outstanding options, warrants, callsagreements, contracts or other rights in existence to purchase or commitments or any other agreements of any kind relating to acquire from the sale, issuance or voting of, or the granting of rights to acquire, Company any shares of the capital stock of the Company. The Shares, when issued and paid for as provided herein, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or equity interests similar rights and will conform to the description of JCG LLCthe capital stock of the Company contained in the Registration Statement, the Company or any Company SubsidiaryTime of Sale Disclosure Package and the Final Prospectus. The Warrant Shares, or any securities or other instruments convertible intowhen issued, exchangeable or exercisable for, or evidencing the right to purchase any shares of capital stock or equity interests of JCG LLC, the Company or any Company Subsidiary. (b) Other than the Company Subsidiaries listed in Section 2.1 paid for and delivered upon due exercise of the Seller Disclosure Schedule Warrants, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights. The Warrant Shares have been reserved for issuance. The Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in Section 2.5(bthe Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Company has no “Subsidiary” as such term is defined in Rule 1-02(x) of the Seller Disclosure Schedule, there are no other Persons in which the Company or any Company Subsidiary owns, of record or beneficially, any direct or indirect equity or other similar interest or any right (contingent or otherwise) to acquire any direct or indirect equity or similar interest. As Regulation S-X of the date hereof, there is no Person in which JCG LLC owns, of record or beneficially, any direct or indirect equity or other similar interest or any right (contingent or otherwise) to acquire any direct or indirect equity or other similar interest. In the event the Reorganization is consummated prior to the Closing, JCG LLC will own all of the then outstanding equity interests of the CompanyCommission. (c) Except as set forth in Section 2.5(c) of the Seller Disclosure Schedule, neither Seller nor any of its Affiliates owns any capital stock or other securities of Purchaser.

Capitalization; Subsidiaries. (a) Section 2.5(a) The Company has an authorized capitalization as set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. All of the Seller Disclosure Schedule sets forth the number of authorized, issued and outstanding shares of capital stock or other equity interests and the record owner or owners thereof of JCG LLC, the Company and each of the Company Subsidiaries. All of the outstanding shares of capital stock or other equity interests of JCG LLC, the Company are duly authorized and each Company Subsidiary are validly issued, fully paid and nonassessable nonassessable, and were issued in conformity with applicable Laws, have not been issued in violation of any preemptive or similar rightscompliance with all applicable securities laws, and are owned, conform in all material respects to the description thereof in the case Registration Statement, the Time of Sale Disclosure Package and the ▇▇▇▇ ▇▇▇▇▇ USA Shares, by Seller (or, Final Prospectus. Except for the issuances of options or restricted stock in the event ordinary course of business, since the Reorganization respective dates as of which information is consummated prior to the Closing, JCG LLC), and provided in the case Registration Statement, the Time of Sale Disclosure Package and the capital stock of each of Final Prospectus, the Company Subsidiarieshas not entered into or granted any convertible or exchangeable securities, directly or indirectly by the Company (and, as a result of Purchaser’s acquisition of the ▇▇▇▇ ▇▇▇▇▇ USA Shares (or, in the event the Reorganization is consummated prior to the Closing, the JCG LLC Interests), Purchaser is indirectly acquiring the capital stock and assets of each of the Company Subsidiaries), in each case free and clear of any Liens. Except as set forth in Section 2.5(a) of the Seller Disclosure Schedule, there are no outstanding options, warrants, callsagreements, contracts or other rights in existence to purchase or commitments or any other agreements of any kind relating to acquire from the sale, issuance or voting of, or the granting of rights to acquire, Company any shares of the capital stock of the Company. The Shares, when issued and paid for as provided herein, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or equity interests similar rights and will conform to the description of JCG LLCthe capital stock of the Company contained in the Registration Statement, the Company or any Company SubsidiaryTime of Sale Disclosure Package and the Final Prospectus. The Warrant Shares, or any securities or other instruments convertible intowhen issued, exchangeable or exercisable for, or evidencing the right to purchase any shares of capital stock or equity interests of JCG LLC, the Company or any Company Subsidiary. (b) Other than the Company Subsidiaries listed in Section 2.1 paid for and delivered upon due exercise of the Seller Disclosure Schedule Warrants, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights. The Warrant Shares have been reserved for issuance. The Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in Section 2.5(bthe Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Company has no “Subsidiary” as such term is defined in Rule 1-02(x) of the Seller Disclosure Schedule, there are no other Persons in which the Company or any Company Subsidiary owns, of record or beneficially, any direct or indirect equity or other similar interest or any right (contingent or otherwise) to acquire any direct or indirect equity or similar interest. As Regulation S-X of the date hereof, there is no Person in which JCG LLC owns, of record or beneficially, any direct or indirect equity or other similar interest or any right (contingent or otherwise) to acquire any direct or indirect equity or other similar interest. In the event the Reorganization is consummated prior to the Closing, JCG LLC will own all of the then outstanding equity interests of the CompanyCommission. (c) Except as set forth in Section 2.5(c) of the Seller Disclosure Schedule, neither Seller nor any of its Affiliates owns any capital stock or other securities of Purchaser.

Capitalization; Subsidiaries. (a) Section 2.5(a) of the Seller Disclosure Schedule The attached “Capitalization Schedule” accurately sets forth the authorized and outstanding capital stock of the Company and the name and number of authorized, shares of capital stock held by each Stockholder. All of the issued and outstanding shares of capital stock or other equity interests and the record owner or owners thereof of JCG LLC, the Company and each of the Company Subsidiaries. All of the outstanding shares of capital stock or other equity interests of JCG LLChave been duly authorized, the Company and each Company Subsidiary are validly issued, fully paid and nonassessable nonassessable, are owned of record and beneficially by the Stockholders and were issued in conformity with applicable Laws, have not been issued in violation of, or in any attempt to circumvent, the preemptive or other rights of any Person or any agreement (including the Company’s Charter and bylaws) or Law by which the Company was bound at the time of issuance. Set forth on the Capitalization Schedule is the name of each holder of a Stock Option or Warrant, the type of each Stock Option held, the number and class of shares of Company Capital Stock subject to each Stock Option or Warrant, the exercise price of each Stock Option or Warrant, and the extent to which each Stock Option or Warrant is vested and exercisable. Each of the Options and Warrants set forth on the Capitalization Schedule have been duly authorized, are validly issued, are owned of record and beneficially by the holders noted thereon and were not issued in violation of, or in any attempt to circumvent, the preemptive or similar rights, other rights of any Person or any agreement (including the Company’s Charter and are owned, in the case of the ▇▇▇▇ ▇▇▇▇▇ USA Shares, bylaws) or Law by Seller (or, in the event the Reorganization is consummated prior to the Closing, JCG LLC), and in the case of the capital stock of each of which the Company Subsidiaries, directly or indirectly by was bound at the Company (and, as a result time of Purchaser’s acquisition of the ▇▇▇▇ ▇▇▇▇▇ USA Shares (or, in the event the Reorganization is consummated prior to the Closing, the JCG LLC Interests), Purchaser is indirectly acquiring the capital stock and assets of each of the Company Subsidiaries), in each case free and clear of any Liensissuance. Except for this Agreement and as may be set forth in Section 2.5(a) of on the Seller Disclosure attached Capitalization Schedule, there are no outstanding or authorized options, warrants, rights, contracts, pledges, calls, puts, rights to subscribe, conversion rights or other agreements or commitments to which the Company is a party or which is binding upon the Company providing for the issuance, disposition or acquisition of any of its capital stock or any other agreements of any kind relating rights or interests exercisable therefor. There are no outstanding or authorized equity appreciation, phantom stock or similar rights with respect to the Company. Except as set forth on the Capitalization Schedule, the Company is not a party to any voting trust or other agreement with respect to the voting, redemption, sale, issuance transfer or voting ofother disposition of the capital stock of the Company. There are no declared, accrued or the granting of rights unpaid dividends with respect to acquire, any shares of the capital stock or equity interests of JCG LLC, the Company or any Company Subsidiary, or any securities or other instruments convertible into, exchangeable or exercisable for, or evidencing the right to purchase any Capital Stock. The Distribution Waterfall accurately and properly reflects all issued and outstanding shares of capital stock of the Company, all outstanding options, warrants, rights, contracts, pledges, calls, puts, rights to subscribe, conversion rights or equity interests of JCG LLC, other agreements or commitments to which the Company is a party or which is binding upon the Company providing for the issuance, disposition or acquisition of any of its capital stock or any rights or interests exercisable therefor, and the relative rights and preferences of the same, and the amount of the Initial Merger Consideration to be paid to the holders of Company SubsidiaryCapital Stock and to the holders of Options and Warrants under the terms of the Charter and all other agreements governing the rights of any Seller or any holder of an Option or Warrant. All Company Capital Stock, Options and Warrants have been issued in compliance with all applicable federal and state securities laws. (b) Other than the The Company Subsidiaries listed in Section 2.1 of the Seller Disclosure Schedule and set forth in Section 2.5(b) of the Seller Disclosure Schedule, there are has no other Persons in which the Subsidiaries. The Company does not control directly or any Company Subsidiary owns, of record indirectly or beneficially, have any direct or indirect equity or other similar interest or participation in any right (contingent or otherwise) to acquire any direct or indirect equity or similar interest. As of the date hereof, there is no Person in which JCG LLC owns, of record or beneficially, any direct or indirect equity or other similar interest or any right (contingent or otherwise) to acquire any direct or indirect equity or other similar interest. In the event the Reorganization is consummated prior to the Closing, JCG LLC will own all of the then outstanding equity interests of the CompanyPerson. (c) Except as set forth in Section 2.5(c) of the Seller Disclosure Schedule, neither Seller nor any of its Affiliates owns any capital stock or other securities of Purchaser.

Capitalization; Subsidiaries. (a) Section 2.5(a) As of the Seller Disclosure Schedule sets forth date hereof, the number authorized share capital of authorizedParent consists of (i) 55,000,000 shares of Class A common stock, $0.0001 per share par value, 10,440,500 of which are issued and outstanding, (ii) 5,000,000 shares of Class B common stock, $0.0001 per share par value, 2,443,750 of which are issued and outstanding, and (iii) 2,000,000 shares of no par value, none of which are issued and outstanding shares ((i) through (iii) collectively, the “Parent Shares”). All the outstanding Parent Shares have been duly and validly issued and are fully paid and non-assessable, and were issued in accordance with the registration or qualification requirements of capital stock 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 equity interests and securities convertible into or exchangeable or exercisable for Parent Shares, or any other commitments or agreements providing for the record owner or owners thereof issuance of JCG LLCadditional shares, the Company 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 each there are no contracts of the Company Subsidiaries. All any kind which may obligate Parent to issue, purchase, redeem or otherwise acquire any of the outstanding shares of capital stock or other equity interests of JCG LLCits Parent Shares. (c) The Closing Merger Consideration Shares, the Company Gamma Earnout Consideration Shares and each Company Subsidiary are any Parent Common Shares issued pursuant to Section 1.02, when issued in accordance with the terms hereof, shall be duly authorized and validly issued, fully paid and nonassessable and were issued in conformity compliance with all applicable Lawsstate and federal securities Laws and not subject to, have and not been issued in violation of, any Lien, purchase option, call option, right of first refusal, preemptive right, subscription right or any preemptive similar right under any provision of applicable Law, the Parent Governing Documents or similar rightsany contract to which Parent is a party or otherwise bound. (d) Parent has no Subsidiaries, apart from Merger Subs, and are owned, in the case of the ▇▇▇▇ ▇▇▇▇▇ USA Shares, by Seller (or, in the event the Reorganization is consummated prior to the Closing, JCG LLC), and in the case of the capital stock of each of the Company Subsidiariesdoes not own, directly or indirectly by the Company indirectly, any equity interests or other interests or investments (andwhether equity or debt) in any Person, as a result of Purchaser’s acquisition of the ▇▇▇▇ ▇▇▇▇▇ USA Shares (orwhether incorporated or unincorporated. Parent is not party to any contract that obligates Parent to invest money in, in the event the Reorganization is consummated prior loan money to the Closing, the JCG LLC Interests), Purchaser is indirectly acquiring the or make any capital stock and assets of each of the Company Subsidiaries), in each case free and clear of any Liens. Except as set forth in Section 2.5(a) of the Seller Disclosure Schedule, there are no outstanding options, warrants, calls, rights or commitments or contribution to any other agreements of any kind relating to the sale, issuance or voting of, or the granting of rights to acquire, any shares of the capital stock or equity interests of JCG LLC, the Company or any Company Subsidiary, or any securities or other instruments convertible into, exchangeable or exercisable for, or evidencing the right to purchase any shares of capital stock or equity interests of JCG LLC, the Company or any Company SubsidiaryPerson. (be) Other than the Company Subsidiaries listed in Section 2.1 of the Seller Disclosure Schedule and set forth in Section 2.5(b) of the Seller Disclosure Schedule, there are no other Persons in which the Company or any Company Subsidiary owns, of record or beneficially, any direct or indirect equity or other similar interest or any right (contingent or otherwise) to acquire any direct or indirect equity or similar interest. As of the date hereof, there the authorized capital stock of each Merger Subs consists of 100 shares of common stock, par value $0.0001 per share, one of which is no Person in issued and outstanding, and which JCG LLC owns, share is held of record or beneficially, any direct or indirect equity or other similar interest or any right (contingent or otherwise) to acquire any direct or indirect equity or other similar interest. In the event the Reorganization is consummated prior to the Closing, JCG LLC will own all of the then outstanding equity interests of the Companyand beneficially by Parent. (c) Except as set forth in Section 2.5(c) of the Seller Disclosure Schedule, neither Seller nor any of its Affiliates owns any capital stock or other securities of Purchaser.

Capitalization; Subsidiaries. (a) Section 2.5(a) The Company has an authorized capitalization as set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. All of the Seller Disclosure Schedule sets forth the number of authorized, issued and outstanding shares of capital stock or other equity interests and the record owner or owners thereof of JCG LLC, the Company and each of the Company Subsidiaries. All of the outstanding shares of capital stock or other equity interests of JCG LLC, the Company are duly authorized and each Company Subsidiary are validly issued, fully paid and nonassessable nonassessable, and were issued in conformity with applicable Laws, have not been issued in violation of any preemptive or similar rightscompliance with all applicable securities laws, and are owned, conform to the description thereof in the case Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. All of the ▇▇▇▇ ▇▇▇▇▇ USA Shares, by Seller (or, in the event the Reorganization is consummated prior to the Closing, JCG LLC), and in the case issued shares of the capital stock of each subsidiary of the Company Subsidiarieshave been duly and validly authorized and issued, are fully paid and non-assessable and, except as set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, are owned directly or indirectly by the Company (andCompany, as a result of Purchaser’s acquisition of the ▇▇▇▇ ▇▇▇▇▇ USA Shares (or, in the event the Reorganization is consummated prior to the Closing, the JCG LLC Interests), Purchaser is indirectly acquiring the capital stock and assets of each of the Company Subsidiaries), in each case free and clear of any Liensall liens, encumbrances, equities or claims. Except for the issuances of options or restricted stock in the ordinary course of business, since the respective dates as set forth of which information is provided in Section 2.5(a) the Registration Statement, the Time of Sale Disclosure Package or the Seller Disclosure ScheduleFinal Prospectus, there are no outstanding the Company has not entered into or granted any convertible or exchangeable securities, options, warrants, callsagreements, contracts or other rights in existence to purchase or commitments or any other agreements of any kind relating to acquire from the sale, issuance or voting of, or the granting of rights to acquire, Company any shares of the capital stock or equity interests of JCG LLC, the Company or any Company Subsidiary, or any securities or other instruments convertible into, exchangeable or exercisable for, or evidencing the right to purchase any shares of capital stock or equity interests of JCG LLC, the Company or any Company Subsidiary. (b) Other than the Company Subsidiaries listed in Section 2.1 of the Seller Disclosure Schedule and set forth in Section 2.5(b) of the Seller Disclosure Schedule, there are no other Persons in which the Company or any Company Subsidiary owns, of record or beneficially, any direct or indirect equity or other similar interest or any right (contingent or otherwise) to acquire any direct or indirect equity or similar interest. As of the date hereof, there is no Person in which JCG LLC owns, of record or beneficially, any direct or indirect equity or other similar interest or any right (contingent or otherwise) to acquire any direct or indirect equity or other similar interest. In the event the Reorganization is consummated prior to the Closing, JCG LLC will own all of the then outstanding equity interests of the Company. (c) Except . The Shares, when issued and paid for as set forth provided herein, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in Section 2.5(c) compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights and will conform to the description of the Seller Disclosure Schedule, neither Seller nor any of its Affiliates owns any capital stock or other securities of Purchaserthe Company contained in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus.

Capitalization; Subsidiaries. (a) Section 2.5(aThe number of authorized, issued and outstanding ClinForce Interests are set forth on Schedule 4.2(a) of the Seller Disclosure Schedules. All of the ClinForce Interests are owned of record and beneficially by US Seller, and will be, as of the Closing, free and clear from Encumbrances and have been issued in compliance in all respects with all applicable securities laws and other Applicable Laws. The ClinForce Interests have been validly issued and are fully paid and nonassessable. The Company has not granted to any Person any preemptive or other similar rights with respect to any of such limited liability company interests and there are no offers, options, warrants, rights, agreements or commitments of any kind (contingent or otherwise) entered into or granted by the Company relating to the issuance, conversion, exchange, registration, voting, sale or transfer of any equity interests or other equity securities of the Company (including the ClinForce Interests) or obligating the Company or any other Person to purchase or redeem any of such equity interests or other equity securities. (b) Schedule 4.2(b) of the Disclosure Schedules sets forth forth, with respect to Akos, the number of authorized, issued and outstanding shares of capital stock or other equity interests and the record owner or owners thereof of JCG LLCeach class, the Company and each number of the Company Subsidiaries. All of the outstanding issued shares of capital stock or other equity interests held as treasury shares and the number of JCG LLCshares of capital stock unissued and reserved for any purpose. The Shares constitute the whole of the allotted and issued share capital of Akos. UK Seller is the legal and beneficial owner of the Shares, the Company and each Company Subsidiary which are validly issued, fully paid and nonassessable not subject to calls for further payment and were issued in conformity with applicable Laws, have not been issued in violation of any preemptive or similar rights, and are owned, in the case as of the ▇▇▇▇ ▇▇▇▇▇ USA Shares, by Seller (or, in the event the Reorganization is consummated prior to the Closing, JCG LLC), and in the case of the capital stock of each of the Company Subsidiaries, directly or indirectly by the Company (and, as a result of Purchaser’s acquisition of the ▇▇▇▇ ▇▇▇▇▇ USA Shares (or, in the event the Reorganization is consummated prior to the Closing, the JCG LLC Interests), Purchaser is indirectly acquiring the capital stock and assets of each of the Company Subsidiaries), in each case Closing will be free and clear of any Liensfrom Encumbrances. Except as set forth in Section 2.5(a) of the Seller Disclosure Schedule, there There are no outstanding agreements, arrangements, options, warrants, calls, rights or commitments or any other agreements of any kind character relating to the issuance, sale, issuance purchase, allotment, transfer or voting of, or the granting of rights to acquire, any shares redemption of the capital stock or equity interests of JCG LLC, the Company Shares or any Company Subsidiary, loan capital of Akos or creation of any securities Encumbrances over or other instruments convertible into, exchangeable or exercisable for, or evidencing the right to purchase any shares of capital stock or equity interests of JCG LLC, the Company or any Company Subsidiary. (b) Other than the Company Subsidiaries listed in Section 2.1 respect of the Seller Disclosure Schedule and set forth in Section 2.5(b) of the Seller Disclosure Schedule, there are no other Persons in which the Company or any Company Subsidiary owns, of record or beneficially, any direct or indirect equity or other similar interest or any right (contingent or otherwise) to acquire any direct or indirect equity or similar interest. As of the date hereof, there is no Person in which JCG LLC owns, of record or beneficially, any direct or indirect equity or other similar interest or any right (contingent or otherwise) to acquire any direct or indirect equity or other similar interest. In the event the Reorganization is consummated prior to the Closing, JCG LLC will own all of the then outstanding equity interests of the CompanyShares. (c) Schedule 4.2(c) of the Disclosure Schedules sets forth the names of each Subsidiary of the Company and Akos and shows for each Subsidiary: (i) its jurisdiction of organization and each other jurisdiction in which it is qualified to do business; (ii) the authorized and outstanding capital stock or membership interests; and (iii) the identity of and number of shares of such capital stock or membership interests owned of record by each holder thereof. Except as set forth in Section 2.5(con Schedule 4.2(c) of the Seller Disclosure ScheduleSchedules, neither Seller nor none of the Company, Akos or any of its Affiliates owns Subsidiary owns, directly or indirectly, any capital stock or other securities of Purchaserany other corporation, limited liability company, general or limited partnership, firm, association or business organization, entity or enterprise. (d) Each Subsidiary is duly organized, validly existing and in good standing in its jurisdiction of organization, with all requisite corporate or limited liability company power to own, lease and operate its Properties and to carry on its business as now being conducted. Each Subsidiary is duly qualified and/or licensed to do business and is in good standing as a foreign corporation or limited liability company in each jurisdiction in which the nature of its business or ownership or leasing of its Properties makes such qualification or licensing necessary and where the failure to be so qualified or licensed would not reasonably be expected to result in a Material Adverse Effect. (e) None of Seller, the Company or Akos has granted to any Person any preemptive or other similar rights with respect to any of the capital stock or limited liability company interests of any such Subsidiary and there are no offers, options, warrants, rights, agreements or commitments of any kind (contingent or otherwise) entered into or granted by Seller, the Company or Akos relating to the issuance, conversion, exchange, registration, voting, sale or transfer of any equity interests or other equity securities of such Subsidiary or obligating such Subsidiary or any other Person to purchase or redeem any of such equity interests or other equity securities.

Capitalization; Subsidiaries. (a) Section 2.5(a) As of the Seller Disclosure Schedule sets forth date hereof, the number capital stock of authorizedParent consists of 80,850,000 Parent Ordinary Shares, out of which 67,375,000 is issued and outstanding (the “Outstanding Parent Shares”). As of the date hereof, Parent has authorized the issuance of an additional 13,475,000 Parent Ordinary Shares (“Additional Parent Ordinary Shares”), and upon approval by KOSDAQ, such Additional Parent Ordinary Shares will be issued and outstanding prior to Closing, thus immediately prior to Closing, there will be 80,850,000 issued Parent Ordinary Shares. As of the date hereof, the Outstanding Parent Shares are the only shares of capital stock or other equity interests of Parent issued and the record owner or owners thereof of JCG LLC, the Company outstanding and each of the Company Subsidiariesno Parent Ordinary Shares are held as treasury shares. All of the outstanding shares of capital stock or other equity interests of JCG LLCOutstanding Parent Ordinary Shares have been duly and validly issued and are fully paid, the Company and each Company Subsidiary are validly issued, fully paid and nonassessable and were issued in conformity accordance with applicable Lawsthe registration or qualification requirements of the Hong Kong Companies Ordinance (as amended) and the Capital Market and Financial Investment Service Act of the Republic of Korea or pursuant to valid exemptions therefrom, in accordance with the Company’s Governing Documents, and have not been issued in violation of any preemptive or similar rights, and are owned, in the case of the ▇▇▇▇ ▇▇▇▇▇ USA Shares, by Seller (or, in the event the Reorganization is consummated prior to the Closing, JCG LLC), and in the case of the capital stock of each of the Company Subsidiaries, directly or indirectly by the Company (and, as a result of Purchaser’s acquisition of the ▇▇▇▇ ▇▇▇▇▇ USA Shares (or, in the event the Reorganization is consummated prior to the Closing, the JCG LLC Interests), Purchaser is indirectly acquiring the capital stock and assets of each of the Company Subsidiaries), in each case free and clear of any Liens. Except as set forth in Section 2.5(aSchedule 3.04(a) of the Seller Parent Disclosure Schedule, there are no outstanding options, warrants, calls, rights or commitments or any other agreements of any kind relating to Letter accurately sets forth the sale, issuance or voting of, or the granting of rights to acquire, any shares name and ownership amount of the capital stock or equity interests holders of JCG LLC, the Company or any Company Subsidiary, or any securities or other instruments convertible into, exchangeable or exercisable for, or evidencing Outstanding Parent Shares as of the right to purchase any shares date of capital stock or equity interests of JCG LLC, the Company or any Company Subsidiarythis Agreement. (b) Other than the Company Subsidiaries listed in Section 2.1 The authorized share capital of the Seller Disclosure Merger Sub is Fifty Thousand Dollars (US$50,000) divided into 50,000,000 Merger Sub Shares, each with a nominal or par value of US$0.001. As of the execution of this Agreement, only one Merger Sub Share is issued and outstanding. The sole outstanding Merger Sub Share has been duly authorized, validly issued, fully paid and is non-assessable and is not subject to preemptive rights and is held by the Parent. (c) The Parent Ordinary Shares underlying the Parent ADSs to be issued as Merger Consideration, when issued in accordance with the terms hereof, shall be duly authorized and validly issued, fully paid and issued in compliance with the Hong Kong Companies Ordinance (as amended) and Capital Market and Financial Investment Service Act of the Republic of Korea, all applicable state and U.S. 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 outstanding bonds, debentures, notes or other indebtedness 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, other than pursuant to the Lock-Up Agreements dated as of the date of this Agreement, 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. (d) Schedule and set forth in Section 2.5(b3.04(d) of the Seller Parent Disclosure Schedule, there are no other Persons in which Letter accurately sets forth the Company name and place of incorporation or any Company formation of each Subsidiary owns, of record or beneficially, any direct or indirect equity or other similar interest or any right (contingent or otherwise) to acquire any direct or indirect equity or similar interestParent as of the date hereof. As of the date hereof, there each such Subsidiary is no Person in which JCG LLC ownsdirectly or indirectly wholly owned by Parent. Each Group Company’s issued and outstanding shares, of record or beneficially, any direct or indirect equity nominal share capital or other similar interest equity securities have been, to the extent applicable, duly authorized and validly issued and are fully paid and non-assessable. As of the date hereof, other than the Parent ADSs, no Group Company has granted or issued any right (contingent or otherwise) to acquire any direct or indirect equity outstanding options, share appreciation rights, phantom stock, warrants, rights or other securities convertible into or exchangeable or exercisable for Parent Ordinary Shares and there are no outstanding stock-based performance units, profit participations, restricted stock awards, restricted stock units or other equity-based compensation awards or similar interest. In the event the Reorganization is consummated prior rights with respect to the ClosingParent, JCG LLC will own all options, warrants, rights or other securities convertible into or exchangeable or exercisable for Parent Ordinary Shares or other commitments or agreements providing for the issuance of additional shares (or other equity interests), the then outstanding equity interests sale of treasury shares, or for the Company. (c) Except as set forth in Section 2.5(c) repurchase or redemption of the Seller Disclosure ScheduleParent Ordinary Shares. There are no agreements requiring any Group Company to issue, neither Seller nor purchase, register, redeem or otherwise acquire, or transfer, sell or otherwise dispose of any shares of its Affiliates owns any capital stock or other securities of Purchaserany 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. Other than pursuant to the Lock-Up Agreements, no shares or other securities of any Group 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 the Parent or Merger Sub 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 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. (f) Except for the obligations or liabilities incurred in connection with its organization, and the transactions contemplated by this Agreement, Merger Sub has not, and shall not have prior to the Effective Time, incurred, directly or indirectly through any subsidiary or Affiliate, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person. (g) Except as provided for in this Agreement, the other Transaction Documents, or pursuant to the PIPE Investment, as a result of the consummation of the Merger, no shares of capital stock, warrants, options or other securities of the Group Companies are issuable and no rights in connection with any shares, warrants, options or other securities of the Group Companies accelerate or otherwise become triggered (whether as to vesting, exercisability, convertibility or otherwise).

Capitalization; Subsidiaries. (a) Section 2.5(a2.04(a) of the Seller SPAC Disclosure Schedule Letter sets forth a true and complete statement as of the date of this Agreement of the number and class or series (as applicable) of authorized, the issued and outstanding shares of capital stock or other equity interests SPAC Shares and the record owner or owners thereof of JCG LLC, the Company and each SPAC Warrants. All outstanding Equity Securities of the Company SubsidiariesSPAC have been duly authorized and validly issued and are fully paid and non-assessable. All The issuance of Post-Closing SPAC Shares upon the outstanding shares exercise or conversion, as applicable, of capital stock Equity Securities that are derivative securities, will, upon exercise or other equity interests conversion in accordance with the terms of JCG LLCsuch Equity Securities against payment, the Company and each Company Subsidiary are therefore, be duly authorized, validly issued, fully paid and nonassessable and were issued in conformity with applicable Laws, have not been issued in violation of any preemptive or similar rightspaid, and are owned, in the case of the ▇▇▇▇ ▇▇▇▇▇ USA Shares, by Seller (or, in the event the Reorganization is consummated prior to the Closing, JCG LLC), and in the case of the capital stock of each of the Company Subsidiaries, directly or indirectly by the Company (and, as a result of Purchaser’s acquisition of the ▇▇▇▇ ▇▇▇▇▇ USA Shares (or, in the event the Reorganization is consummated prior to the Closing, the JCG LLC Interests), Purchaser is indirectly acquiring the capital stock and assets of each of the Company Subsidiaries), in each case free and clear of any Liensnon-assessable. Except as set forth in Section 2.5(a2.04(a) of the Seller SPAC Disclosure ScheduleLetter, such Equity Securities (i) were not issued in violation of the Governing Documents of the SPAC or any applicable Law, and (ii) are not subject to any preemptive rights, call option, right of first refusal, subscription rights, transfer restrictions or similar rights of any Person (other than transfer restrictions under applicable Securities Laws or under the Governing Documents of the SPAC) and were not issued in violation of any preemptive rights, call option, right of first refusal, subscription rights, transfer restrictions or similar rights of any Person. Except for the SPAC Shares and SPAC Warrants set forth on Section 2.04(a) of the SPAC Disclosure Letter (subject to any SPAC Shareholder redemptions), immediately prior to Closing, there shall be no other outstanding Equity Securities of the SPAC. Except as disclosed in the SPAC SEC Reports, in Section 2.04(b) of the SPAC Disclosure Letter, as expressly contemplated by this Agreement, the other Transaction Documents or the Transactions or as otherwise mutually agreed to by the Company and the SPAC, there are no outstanding (i) equity appreciation, phantom equity or profit participation rights, or (ii) options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or commitments first offer or other Contracts that could require the SPAC, and, except as expressly contemplated by this Agreement, the other Transaction Documents or the Transactions or as otherwise mutually agreed in writing by the Company and the SPAC, there is no obligation of the SPAC, to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of the SPAC. Except as disclosed in the SPAC SEC Reports or the SPAC’s Governing Documents, there are no outstanding contractual obligations of the SPAC to repurchase, redeem or otherwise acquire any securities or Equity Securities of the SPAC. Except as disclosed in the SPAC SEC Reports or in Section 2.04(b) of the SPAC Disclosure Letter, there are no outstanding bonds, debentures, notes or other Indebtedness of the SPAC having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which SPAC Shareholders may vote. Except as disclosed in the SPAC SEC Reports or in Section 2.04(b) of the SPAC Disclosure Letter, the SPAC is not a party to any stockholders’ agreement, voting agreement or registration rights agreement relating to the SPAC Shares or any other agreements Equity Securities of the SPAC. The SPAC does not own any Equity Securities in any other Person or have any right, option, warrant, conversion right, stock appreciation right, redemption right, repurchase right, agreement, arrangement or commitment of any kind relating character under which a Person is or may become obligated to the saleissue or sell, issuance or voting give any right to subscribe for or acquire, or in any way dispose of, or the granting of rights to acquire, any shares of the capital stock or equity interests of JCG LLC, the Company or any Company SubsidiaryEquity Securities, or any securities or other instruments obligations exercisable or exchangeable for or convertible intointo any Equity Securities, exchangeable or exercisable forof such Person. Page 11 of 104 Agreement and Plan of Merger, or evidencing the right to purchase any shares of capital stock or equity interests of JCG LLCby and among Babylon Holdings Limited, the Company or any Company Subsidiary.Liberty USA Merger Sub, Inc.and Alkuri Global Acquisition Corp. (b) Other than the Company The SPAC has no Subsidiaries listed in Section 2.1 of the Seller Disclosure Schedule and set forth in Section 2.5(b) of the Seller Disclosure Scheduledoes not own, there are no other Persons in which the Company directly or any Company Subsidiary owns, of record or beneficiallyindirectly, any direct Equity Securities in any Person, whether incorporated or indirect equity unincorporated. The SPAC is not party to any Contract that obligates the SPAC to invest money in, loan money to or other similar interest or any right (contingent or otherwise) to acquire any direct or indirect equity or similar interest. As of the date hereof, there is no Person in which JCG LLC owns, of record or beneficially, any direct or indirect equity or other similar interest or any right (contingent or otherwise) to acquire any direct or indirect equity or other similar interest. In the event the Reorganization is consummated prior to the Closing, JCG LLC will own all of the then outstanding equity interests of the Company. (c) Except as set forth in Section 2.5(c) of the Seller Disclosure Schedule, neither Seller nor any of its Affiliates owns make any capital stock or contribution to any other securities of PurchaserPerson.

Capitalization; Subsidiaries. (a) Section 2.5(a) The Company Shares comprise all of the Seller Disclosure Schedule sets forth Company’s equity securities that are issued and outstanding. The Company Shares are held beneficially and of record by the number of Sellers, have been duly authorized, issued and outstanding shares of capital stock or other equity interests and the record owner or owners thereof of JCG LLC, the Company and each of the Company Subsidiaries. All of the outstanding shares of capital stock or other equity interests of JCG LLC, the Company and each Company Subsidiary are validly issued, fully paid and nonassessable and were issued in conformity with applicable Laws, have not been issued in violation of any preemptive or similar rights, and are owned, in the case of the ▇▇▇▇ ▇▇▇▇▇ USA Shares, by Seller (or, in the event the Reorganization is consummated prior to the Closing, JCG LLC), and in the case of the capital stock of each of the Company Subsidiaries, directly or indirectly by the Company (and, as a result of Purchaser’s acquisition of the ▇▇▇▇ ▇▇▇▇▇ USA Shares (or, in the event the Reorganization is consummated prior to the Closing, the JCG LLC Interests), Purchaser is indirectly acquiring the capital stock and assets of each of the Company Subsidiaries), in each case free and clear of any all Liens (other than Permitted Liens), are fully paid and non-assessable. The attached Schedule 3.2(a)(i) accurately sets forth, as of the date hereof, all of the Company Shares and the name of each holder of such Company Shares together with the number of such Company Shares held by each such holder as of the date hereof. Except as for Contracts and other instruments set forth on Schedule 3.2(a)(ii), all of which will be terminated in Section 2.5(a) connection with the Closing (except for the Fourth Amended and Restated Certificate of Incorporation of the Seller Disclosure ScheduleCompany, dated September 30, 2019), there are no outstanding or authorized, nor does the Company have any obligations to issue any, (i) options, warrants, rights, convertible securities, calls, puts, performance shares, stock appreciation rights, rights to subscribe, conversion rights (including convertible notes or other similar convertible debt instruments) or other agreements or commitments that require the Company to issue any equity or voting securities or any rights or commitments interests exercisable therefor or (ii) stock appreciation, phantom stock or similar rights with respect to the Company. Except for Contracts set forth on Schedule 3.2(a)(iii), all of which will be terminated in connection with the Closing, the Company is not party to, and to the knowledge of the Company, no other Person is party to, any voting trusts, proxies or any other agreements of any kind relating Contract with respect to the sale, issuance or voting of, or the granting of rights to acquire, any shares of the capital stock or equity interests Company Shares. Except for obligations pursuant to the Contracts and other instruments set forth on Schedule 3.2(a)(iv), all of JCG LLCwhich will be terminated in connection with the Closing (except for the Fourth Amended and Restated Certificate of Incorporation of the Company, dated September 30, 2019), there are no obligations of the Company to pay any dividends to any of its equityholders. (b) At all times prior to the date hereof, the Company has not had any Subsidiaries and has not, directly or indirectly, owned any Company Subsidiaryequity or similar interest in, or any securities interest convertible into or other instruments convertible into, exchangeable or exercisable for, or evidencing the right to purchase any shares of capital stock or equity interests of JCG LLC, the Company or any Company Subsidiary. (b) Other than the Company Subsidiaries listed in Section 2.1 of the Seller Disclosure Schedule and set forth in Section 2.5(b) of the Seller Disclosure Schedule, there are no other Persons in which the Company or any Company Subsidiary owns, of record or beneficially, any direct or indirect equity or other similar interest or any right (contingent or otherwise) to acquire any direct or indirect equity or similar interest. As of the date hereof, there is no Person interest in which JCG LLC owns, of record or beneficially, any direct or indirect equity or other similar interest or any right (contingent or otherwise) to acquire any direct or indirect equity or other similar interest. In the event the Reorganization is consummated prior to the Closing, JCG LLC will own all of the then outstanding equity interests of the CompanyPerson. (c) Except as set forth in Section 2.5(c) of the Seller Disclosure Schedule, neither Seller nor any of its Affiliates owns any capital stock or other securities of Purchaser.

Capitalization; Subsidiaries. (ai) Section 2.5(a) On the Effective Date, after giving effect to the transactions contemplated hereby to occur on the Effective Date, the authorized Capital Stock of the Seller Disclosure Parent and the issued and outstanding Capital Stock of the Parent are as set forth on Schedule sets forth 5.01(e)(i). All of the number of authorized, issued and outstanding shares of capital stock Capital Stock of the Parent have been validly issued and are fully paid and nonassessable, and the holders thereof are not entitled to any preemptive, first refusal or other equity interests and similar rights. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the record owner or owners thereof issuance of JCG LLCthe Warrants or, upon exercise of any Warrant, the Company and each issuance of Warrant Shares, except for anti-dilution provisions which have been validly waived on or prior to the date hereof in respect of the Company Subsidiaries. All issuance of the outstanding shares Warrants and, upon exercise of capital stock or other equity interests of JCG LLCany Warrant, the Company and each Company Subsidiary are issuance of Warrant Shares. The Warrants will be duly authorized upon receipt of the Requisite Approval, and, upon issuance in accordance with the terms hereof, will be validly issued, fully paid and nonassessable non-assessable, free from all taxes, liens and were issued in conformity charges with applicable Laws, have not been issued in violation of any preemptive or similar rightsrespect to the issue thereof, and are owned, in the case shall not be subject to preemptive rights or other similar rights of stockholders of the ▇▇▇▇ ▇▇▇▇▇ USA SharesParent. The Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warrants, by Seller (orand upon such exercise, in the event the Reorganization is consummated prior will be validly issued, fully paid and non-assessable, free from all taxes, liens and charges with respect to the Closing, JCG LLC)issue thereof, and in the case will not be subject to preemptive rights or other similar rights of stockholders of the capital stock Parent. (ii) Schedule 5.01(e)(ii) is a complete and correct description of the name, jurisdiction of incorporation and ownership of the outstanding Capital Stock of each of the Company Subsidiaries of the Parent in existence on the date hereof. All of the issued and outstanding shares of Capital Stock of such Subsidiaries have been validly issued and are fully paid and nonassessable, and the holders thereof are not entitled to any preemptive, first refusal or other similar rights. Except as indicated on such Schedule, all such Capital Stock is owned by the Parent or one or more of its wholly-owned Subsidiaries, directly or indirectly by the Company (and, as a result of Purchaser’s acquisition of the ▇▇▇▇ ▇▇▇▇▇ USA Shares (or, in the event the Reorganization is consummated prior to the Closing, the JCG LLC Interests), Purchaser is indirectly acquiring the capital stock and assets of each of the Company Subsidiaries), in each case free and clear of any all Liens. Except as set forth in Section 2.5(a) of the Seller Disclosure Schedule, indicated on such Schedules there are no outstanding optionsdebt or equity securities of the Parent or any of its Subsidiaries and no outstanding obligations of the Parent or any of its Subsidiaries convertible into or exchangeable for, or warrants, calls, options or other rights for the purchase or commitments acquisition from the Parent or any of its Subsidiaries, or other agreements obligations of any kind relating Subsidiary to the saleissue, issuance directly or voting of, or the granting of rights to acquireindirectly, any shares of the capital stock or equity interests Capital Stock of JCG LLC, the Company or any Company Subsidiary, or any securities or other instruments convertible into, exchangeable or exercisable for, or evidencing the right to purchase any shares of capital stock or equity interests of JCG LLC, the Company or any Company Subsidiary. (b) Other than the Company Subsidiaries listed in Section 2.1 Subsidiary of the Seller Disclosure Schedule and set forth in Section 2.5(b) of the Seller Disclosure Schedule, there are no other Persons in which the Company or any Company Subsidiary owns, of record or beneficially, any direct or indirect equity or other similar interest or any right (contingent or otherwise) to acquire any direct or indirect equity or similar interest. As of the date hereof, there is no Person in which JCG LLC owns, of record or beneficially, any direct or indirect equity or other similar interest or any right (contingent or otherwise) to acquire any direct or indirect equity or other similar interest. In the event the Reorganization is consummated prior to the Closing, JCG LLC will own all of the then outstanding equity interests of the CompanyParent. (c) Except as set forth in Section 2.5(c) of the Seller Disclosure Schedule, neither Seller nor any of its Affiliates owns any capital stock or other securities of Purchaser.

Capitalization; Subsidiaries. (a) Section 2.5(a) On the date hereof, all of the Seller Disclosure Schedule sets forth the number of authorized, issued and outstanding shares of Company’s capital stock or other equity interests is owned of record and beneficially by H&W Franchise Holdings LLC (“H&W”). On the record owner or owners thereof date hereof, H&W conducts its business through Xponential Fitness LLC and its subsidiaries. Xponential Fitness LLC is a wholly owned subsidiary of JCG Xponential Intermediate Holdings LLC. Following a Qualified IPO, the Company will be a holding company and each of its sole material asset will be a controlling ownership interest in Xponential Fitness LLC through its ownership interest in Xponential Intermediate Holdings LLC. (b) On the Company Subsidiaries. All of the outstanding shares of capital stock or other equity interests of JCG LLCdate hereof, the Company and each Company Subsidiary are validly issued, fully paid and nonassessable and were issued in conformity with applicable Laws, have not been issued in violation of any preemptive or similar rights, and are owned, in the case of the ▇▇▇▇ ▇▇▇▇▇ USA Shares, by Seller (or, in the event the Reorganization is consummated prior to the Closing, JCG LLC), and in the case of the authorized capital stock of each of the Company Subsidiaries, directly or indirectly by the Company (and, H&W is as a result of Purchaser’s acquisition of the ▇▇▇▇ ▇▇▇▇▇ USA Shares (or, set forth in the event the Reorganization is consummated prior to the ClosingSixth Amended and Restated Limited Liability Company Operating Agreement of H&W, the JCG LLC Interests)dated August 31, Purchaser is indirectly acquiring the capital stock and assets of each of the Company Subsidiaries2020 (as amended by Amendment No. One thereto dated March 24, 2021), in each case as provided to Purchasers prior to the date hereof. On the Closing Date, other than the Preferred Shares, the Company will have no other shares of preferred stock issued or outstanding. (c) Subject to the accuracy of the representations and warranties of the Purchasers set forth in this Agreement, the Purchasers’ compliance with their respective covenants set forth in this Agreement, and any matters arising from actions taken by or on behalf of any of the Purchasers or their Affiliates, as of the Closing Date, the applicable Preferred Shares will (i) be duly authorized by all necessary corporate action on the part of the Company and validly issued, (ii) be issued in compliance with all applicable federal and state securities Laws, (iii) not be subject to any preemptive or similar right, purchase or call option or right of first refusal or similar right, and (iv) be free and clear of all Liens. (d) Except as indicated on Schedule 2.5 of the Company Disclosure Letter, all equity securities of each Subsidiary of any Company Group Member are owned by a Company Group Member, free and clear of all Liens other than Permitted Liens. Except as set forth in Section 2.5(a) on Schedule 2.5 of the Seller Company Disclosure ScheduleLetter, there are no outstanding optionsdebt securities of any Subsidiaries of a Company Group Member and no outstanding obligations of the Subsidiaries of a Company Group Member convertible into or exchangeable for, or warrants, callsoptions or other rights (other than stock options granted to employees or directors and director’s qualifying shares or similar nominal share to the extent required under applicable legal requirements) for the purchase or acquisition from the any of such Subsidiaries, rights or commitments or any other agreements obligations of any kind relating such Subsidiary to the saleissue, issuance directly or voting of, or the granting of rights to acquireindirectly, any shares of the capital stock or equity interests securities of JCG LLC, the Company or any Company Subsidiary, or any securities or other instruments convertible into, exchangeable or exercisable for, or evidencing the right to purchase any shares of capital stock or equity interests of JCG LLC, the Company or any Company such Subsidiary. (b) Other than the Company Subsidiaries listed in Section 2.1 of the Seller Disclosure Schedule and set forth in Section 2.5(b) of the Seller Disclosure Schedule, there are no other Persons in which the Company or any Company Subsidiary owns, of record or beneficially, any direct or indirect equity or other similar interest or any right (contingent or otherwise) to acquire any direct or indirect equity or similar interest. As of the date hereof, there is no Person in which JCG LLC owns, of record or beneficially, any direct or indirect equity or other similar interest or any right (contingent or otherwise) to acquire any direct or indirect equity or other similar interest. In the event the Reorganization is consummated prior to the Closing, JCG LLC will own all of the then outstanding equity interests of the Company. (c) Except as set forth in Section 2.5(c) of the Seller Disclosure Schedule, neither Seller nor any of its Affiliates owns any capital stock or other securities of Purchaser.