Common use of Capitalization; Subsidiaries Clause in Contracts

Capitalization; Subsidiaries. (a) The only equity interests of the Company that are issued, 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 (as applicable) validly issued and, other than this Agreement, are 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 the Company or any contract to which the Company or its Subsidiary is a party or is otherwise bound, and are 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 Schedule 3.7(c), 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 the Company or its Subsidiary is a party or by which any of them is bound (i) obligating the Company or its Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional equity interests of the Company or its Subsidiary, or any security convertible or exercisable for or exchangeable into any equity interest of the Company or its Subsidiary, or 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 receive any economic benefit or right from the Company or its Subsidiary similar to or derived from the economic benefits and rights accruing to holders of equity interests of the Company 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. (d) Except as set forth in Schedule 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 to 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 the Company nor its Subsidiary owns, directly or indirectly, any equity interest in any other Person.

Capitalization; Subsidiaries. (a) The only equity interests On the Effective Date, after giving effect to the transactions contemplated hereby to occur on the Effective Date, the authorized Capital Stock of the Company that are issued, reserved for issuance or Parent and DSW and the issued and outstanding are the Purchased Interests held by Seller (all of which are uncertificated). The Purchased Interests have been duly authorized and (as applicable) validly issued and, other than this Agreement, are 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 Capital Stock of the Company or any contract to which the Company or its Subsidiary is a party or is otherwise bound, Parent and DSW are 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 5.01(e)(i). All of the Subsidiary issued and outstanding shares of Capital Stock of the Company, free Parent and clear of all Liens, other than Permitted LiensDSW have been validly issued and are fully paid and nonassessable, and is the record owner thereof. (c) There holders thereof are not entitled to any bondspreemptive, debentures, notes first refusal or other Indebtedness of similar rights. With respect to 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 Schedule 3.7(c)Parent, there are not any optionsno securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Warrant Stock, warrantsexcept 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, rightshas been issued) for issuance upon the exercise of the Warrants and the Conversion Warrants, convertible or exchangeable securitiesand upon such exercise, phantom stock rights, stock appreciation rights, stock-based performance units or contracts of any kind to which the Company or its Subsidiary is a party or by which any of them is bound (i) obligating the Company or its Subsidiary to issue, deliver or sell, or cause to will be validly issued, delivered fully paid and non-assessable, free from all taxes, liens and charges with respect to the issue thereof, and will not be subject to preemptive rights or sold, additional equity interests other similar rights of stockholders of the Company or its SubsidiaryParent, or any security convertible or exercisable for or exchangeable into any equity interest of the Company or its Subsidiary, or 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 receive any economic benefit or right from the Company or its Subsidiary similar to or derived from the economic benefits and rights accruing to holders of equity interests of the Company 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 DSW or any other Person. (di) Except as set forth in described on Schedule 3.7(d5.01(e)(i), as of the Effective Date, there are not no outstanding debt or equity securities of the Parent, DSW or any optionsof their respective Subsidiaries and no outstanding obligations of the Parent, DSW or any of their respective Subsidiaries convertible into or exchangeable for, or warrants, rightsoptions or other rights for the purchase or acquisition from the Parent, convertible DSW or exchangeable securitiesany of their respective Subsidiaries, phantom stock rightsor other obligations of the Parent, stock appreciation rights, stock-based performance units DSW or contracts any of any kind to which Seller is a party or by which it is bound (i) obligating Seller their respective Subsidiaries 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 to 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 the Company nor its Subsidiary owns, directly or indirectly, any equity interest 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 and outstanding shares of Capital Stock of the Subsidiaries 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 Personsimilar 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 clear of all Liens other than in the case of the DSW Common Stock held by the Parent, Liens permitted pursuant to clause (xvi) of the definition of Permitted Liens, and in the case of the Capital Stock of Subsidiaries of DSW, such Liens as may exist from time to time.

Capitalization; Subsidiaries. (a) The only equity interests of Company has an authorized capitalization as set forth in the Company that are issued, 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 (as applicable) validly issued and, other than this Agreement, are 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 lawRegistration Statement, the organizational Time of Sale Disclosure Package 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 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 SubsidiaryFinal Prospectus. All of the issued and outstanding equity interests shares of the Subsidiary capital stock of the Company are held by the Company and are duly authorized and validly issued issued, fully paid and not subject to or nonassessable, and have been issued in breach or violation of any purchase optioncompliance with all applicable securities laws, call option, right of first refusal, preemptive right, subscription right or similar right under any provision of applicable lawand conform in all material respects to the description thereof in the Registration Statement, the organizational Time of Sale Disclosure Package and governance documents of such Subsidiary or any contract to which the Company or its Subsidiary is a party or is otherwise boundFinal Prospectus. Except for the issuances of options or restricted stock in the ordinary course of business, since the respective dates as set forth on Schedule 3.7of which information is provided in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, 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 entered into or granted 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 Schedule 3.7(c), 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 the Company or its Subsidiary is a party or by which any of them is bound (i) obligating the Company or its Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional equity interests of the Company or its Subsidiary, or any security convertible or exercisable for or exchangeable into any equity interest of the Company or its Subsidiary, or 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 receive any economic benefit or right from the Company or its Subsidiary similar to or derived from the economic benefits and rights accruing to holders of equity interests of the Company 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. (d) Except as set forth in Schedule 3.7(d), there are not any options, warrants, rightsagreements, convertible contracts or exchangeable securitiesother rights in existence to purchase or acquire from the Company any shares of the capital stock of the Company. The Shares, phantom stock rightswhen issued and paid for as provided herein, 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 will be duly authorized and validly issued, delivered fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or sold, equity interests similar rights and will conform to the description of Seller, or any security convertible or exercisable for or exchangeable into any equity interest of Seller, to any current employee or independent contractor the capital stock of the Company or its Subsidiarycontained in the Registration Statement, (ii) obligating Seller to issuethe Time of Sale Disclosure Package and the Final Prospectus. The Warrant Shares, grantwhen issued, extend or enter into any such option, warrant, right, security, unit or contract to any current employee or independent contractor paid for and delivered upon due exercise of the 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 the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Company or its Subsidiary or (iiihas no “Subsidiary” as such term is defined in Rule 1-02(x) that give any current employee or independent contractor of Regulation S-X 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 SellerCommission. (e) Except for its interests in its Subsidiary listed on Schedule 3.7 or as otherwise set forth on Schedule 3.7, neither the Company nor its Subsidiary owns, directly or indirectly, any equity interest in any other Person.

Capitalization; Subsidiaries. (a) The only equity interests of Company has an authorized capitalization as set forth in the Company that are issued, 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 (as applicable) validly issued and, other than this Agreement, are 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 lawRegistration Statement, the organizational Time of Sale Disclosure Package 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 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 SubsidiaryFinal Prospectus. All of the issued and outstanding equity interests shares of the Subsidiary capital stock of the Company are held by the Company and are duly authorized and validly issued issued, fully paid and not subject to or nonassessable, and have been issued in breach or violation of any purchase optioncompliance with all applicable securities laws, call option, right of first refusal, preemptive right, subscription right or similar right under any provision of applicable lawand conform in all material respects to the description thereof in the Registration Statement, the organizational Time of Sale Disclosure Package and governance documents of such Subsidiary or any contract to which the Company or its Subsidiary is a party or is otherwise boundFinal Prospectus. Except for the issuances of options or restricted stock in the ordinary course of business, since the respective dates as set forth on Schedule 3.7of which information is provided in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, 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 entered into or granted 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 Schedule 3.7(c), 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 the Company or its Subsidiary is a party or by which any of them is bound (i) obligating the Company or its Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional equity interests of the Company or its Subsidiary, or any security convertible or exercisable for or exchangeable into any equity interest of the Company or its Subsidiary, or 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 receive any economic benefit or right from the Company or its Subsidiary similar to or derived from the economic benefits and rights accruing to holders of equity interests of the Company 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. (d) Except as set forth in Schedule 3.7(d), there are not any options, warrants, rightsagreements, convertible contracts or exchangeable securitiesother rights in existence to purchase or acquire from the Company any shares of the capital stock of the Company. The Shares, phantom stock rightswhen issued and paid for as provided herein, 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 will be duly authorized and validly issued, delivered fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or sold, equity interests similar rights and will conform to the description of Seller, or any security convertible or exercisable for or exchangeable into any equity interest of Seller, to any current employee or independent contractor the capital stock of the Company or its Subsidiarycontained in the Registration Statement, (ii) obligating Seller to issuethe Time of Sale Disclosure Package and the Final Prospectus. The Warrant Shares, grantwhen issued, extend or enter into any such option, warrant, right, security, unit or contract to any current employee or independent contractor paid for and delivered upon due exercise of the 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 the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Company or its Subsidiary or (iiihas no “Subsidiary” as such term is defined in Rule 1-02(x) that give any current employee or independent contractor of Regulation S-X 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 SellerCommission. (e) Except for its interests in its Subsidiary listed on Schedule 3.7 or as otherwise set forth on Schedule 3.7, neither the Company nor its Subsidiary owns, directly or indirectly, any equity interest in any other Person.

Capitalization; Subsidiaries. (a) The only number of authorized, issued and outstanding ClinForce Interests are set forth on Schedule 4.2(a) of the 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 that are issued, reserved for issuance (including the ClinForce Interests) or outstanding are the Purchased Interests held by Seller (all of which are uncertificated). The Purchased Interests have been duly authorized and (as applicable) validly issued and, other than this Agreement, are 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 obligating the Company or any contract other Person to which the Company purchase or its Subsidiary is a party redeem any of such equity interests or is otherwise bound, and are 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 lawsequity securities. (b) Schedule 3.7(b4.2(b) of the Disclosure Schedules sets forth, with respect to Akos, the number of authorized, issued and outstanding shares of capital stock of each class, the number of issued shares of capital stock held as treasury shares and the number of shares 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, which are validly issued, fully paid and not subject to calls for further payment and as of the Closing will be free from Encumbrances. There are no agreements, arrangements, options, warrants, calls, rights or commitments of any character relating to the issuance, sale, purchase, allotment, transfer or redemption of the Shares or any loan capital of Akos or creation of any Encumbrances over or in respect of the Shares. (c) Schedule 4.2(c) of the Disclosure Schedules sets forth the class and amount names of authorized and outstanding equity interests of the Company’s Subsidiary. All of the outstanding equity interests of the each Subsidiary of the Company are held by 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 Company and are duly authorized and validly issued outstanding capital stock or membership interests; and not subject to or issued in breach or violation (iii) the identity of any purchase option, call option, right and number of first refusal, preemptive right, subscription right or similar right under any provision of applicable law, the organizational and governance documents shares of such Subsidiary capital stock or any contract to which the Company or its Subsidiary is a party or is otherwise boundmembership interests owned of record by each holder thereof. Except as set forth on Schedule 3.7, the Company has good and valid title to all the equity interests 4.2(c) of the Subsidiary Disclosure Schedules, none 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 Schedule 3.7(c), 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 the Company or its Subsidiary is a party or by which any of them is bound (i) obligating the Company or its Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional equity interests of the Company or its Subsidiary, Akos or any security convertible or exercisable for or exchangeable into any equity interest of the Company or its Subsidiary, or 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 receive any economic benefit or right from the Company or its Subsidiary similar to or derived from the economic benefits and rights accruing to holders of equity interests of the Company 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. (d) Except as set forth in Schedule 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 to 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 the Company nor its Subsidiary owns, directly or indirectly, any equity interest in capital stock or other securities of any other Personcorporation, 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) The only equity interests of Company has an authorized capitalization as set forth in the Company that are issued, 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 (as applicable) validly issued and, other than this Agreement, are 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 lawRegistration Statement, the organizational Time of Sale Disclosure Package 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 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 SubsidiaryFinal Prospectus. All of the issued and outstanding equity interests shares of the Subsidiary capital stock of the Company are held by the Company and are duly authorized and validly issued issued, fully paid and not subject to or nonassessable, and have been issued in breach or violation of any purchase optioncompliance with all applicable securities laws, call option, right of first refusal, preemptive right, subscription right or similar right under any provision of applicable lawand conform to the description thereof in the Registration Statement, the organizational Time of Sale Disclosure Package and governance documents the Final Prospectus. All of such Subsidiary or any contract to which the issued shares of capital stock of each subsidiary of the Company or its Subsidiary is a party or is otherwise bound. Except have been duly and validly authorized and issued, are fully paid and non-assessable and, except as set forth on Schedule 3.7in the Registration Statement, the Company has good Time of Sale Disclosure Package and valid title to all the equity interests of the Subsidiary of Final Prospectus, are owned directly or indirectly by the Company, free and clear of all Liensliens, other than Permitted Liensencumbrances, and equities or claims. Except for the issuances of options or restricted stock in the ordinary course of business, since the respective dates as of which information is provided in the record owner thereof. (c) There are not any bondsRegistration Statement, debenturesthe Time of Sale Disclosure Package or the Final Prospectus, notes or other Indebtedness of the Company has not entered into or its Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on granted any matters on which holders of equity interests of the Company or its Subsidiary may vote (“Voting Company Debt”). Except as set forth in Schedule 3.7(c), 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 the Company or its Subsidiary is a party or by which any of them is bound (i) obligating the Company or its Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional equity interests of the Company or its Subsidiary, or any security convertible or exercisable for or exchangeable into any equity interest of the Company or its Subsidiary, or 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 receive any economic benefit or right from the Company or its Subsidiary similar to or derived from the economic benefits and rights accruing to holders of equity interests of the Company 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. (d) Except as set forth in Schedule 3.7(d), there are not any options, warrants, rightsagreements, convertible contracts or exchangeable securitiesother rights in existence to purchase or acquire from the Company any shares of the capital stock of the Company. The Shares, phantom stock rightswhen issued and paid for as provided herein, 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 will be duly authorized and validly issued, delivered fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or sold, equity interests similar rights and will conform to the description of Seller, or any security convertible or exercisable for or exchangeable into any equity interest of Seller, to any current employee or independent contractor the capital stock of the Company or its Subsidiarycontained in the Registration Statement, (ii) obligating Seller to issue, grant, extend or enter into any such option, warrant, right, security, unit or contract to any current employee or independent contractor the Time of Sale Disclosure Package and 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 SellerFinal Prospectus. (e) Except for its interests in its Subsidiary listed on Schedule 3.7 or as otherwise set forth on Schedule 3.7, neither the Company nor its Subsidiary owns, directly or indirectly, any equity interest in any other Person.

Capitalization; Subsidiaries. (a) The only equity interests attached “Capitalization Schedule” accurately sets forth the authorized and outstanding capital stock of the Company that are issued, reserved for issuance or outstanding are and the Purchased Interests name and number of shares of capital stock held by Seller (all each Stockholder. All of which are uncertificated). The Purchased Interests the issued and outstanding shares of capital stock of the Company have been duly authorized and (as applicable) validly issued and, other than this Agreementauthorized, are validly issued, fully paid and nonassessable, are owned of record and beneficially by the Stockholders and were not 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 breach violation of, or violation in any attempt to circumvent, the preemptive or other rights of any purchase option, call option, right of first refusal, preemptive right, subscription right Person or similar right under any provision of applicable law, agreement (including the organizational Company’s Charter and governance documents of bylaws) or Law by which the Company was bound at the time of issuance. Except for this Agreement and as may be set forth on the attached Capitalization Schedule, there are no outstanding or any contract authorized options, warrants, rights, contracts, pledges, calls, puts, rights to subscribe, conversion rights or other agreements or commitments to which the Company or its Subsidiary is a party or which is otherwise boundbinding upon the Company providing for the issuance, disposition or acquisition of any of its capital stock or any 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, transfer or other disposition of the capital stock of the Company. There are no declared, accrued or unpaid dividends with respect to any shares of the Company 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 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 are free the relative rights and clear preferences of the same, and the amount of the Initial Merger Consideration to be paid to the holders of Company Capital Stock and to the holders of Options and Warrants under the terms of the Charter and all other agreements governing the rights of any LiensSeller or any holder of an Option or Warrant. All Company Capital Stock, other than Options and Warrants have been issued in compliance with all applicable restrictions on transfer pursuant to federal, federal and 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 The Company has good and valid title to all the no Subsidiaries. The Company does not control directly or indirectly or have any direct or indirect 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 participation in 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 Schedule 3.7(c), 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 the Company or its Subsidiary is a party or by which any of them is bound (i) obligating the Company or its Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional equity interests of the Company or its Subsidiary, or any security convertible or exercisable for or exchangeable into any equity interest of the Company or its Subsidiary, or 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 receive any economic benefit or right from the Company or its Subsidiary similar to or derived from the economic benefits and rights accruing to holders of equity interests of the Company 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. (d) Except as set forth in Schedule 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 to 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 the Company nor its Subsidiary owns, directly or indirectly, any equity interest in any other Person.

Capitalization; Subsidiaries. (a) The only equity interests On the date hereof, all of the Company’s capital stock is owned of record and beneficially by H&W Franchise Holdings LLC (“H&W”). On the date hereof, H&W conducts its business through Xponential Fitness LLC and its subsidiaries. Xponential Fitness LLC is a wholly owned subsidiary of Xponential Intermediate Holdings LLC. Following a Qualified IPO, the Company will be a holding company and 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 date hereof, the authorized capital stock of H&W is as set forth in the Sixth Amended and Restated Limited Liability Company Operating Agreement of H&W, dated August 31, 2020 (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 that are and validly issued, reserved for issuance or outstanding are the Purchased Interests held by Seller (ii) be issued in compliance with all of which are uncertificated). The Purchased Interests have been duly authorized applicable federal and state securities Laws, (as applicableiii) validly issued and, other than this Agreement, are not be subject to any preemptive or issued in breach similar right, purchase or violation of any purchase option, call option, option or right of first refusal, preemptive refusal or similar right, subscription right or similar right 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 (iv) be free and clear of any all Liens, other than applicable restrictions . (d) Except as indicated on transfer pursuant to federal, state or foreign securities laws, and upon transfer Schedule 2.5 of the Purchased Interests to Purchaser on the Closing Date in accordance with Article IICompany Disclosure Letter, Purchaser will receive good and valid title to the Purchased Interestsall equity securities of each Subsidiary of any Company Group Member are owned by a Company Group Member, free and clear of any Liens, all 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 boundPermitted Liens. 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 2.5 of the Company or its Subsidiary having Disclosure Letter, there are no outstanding debt securities of any Subsidiaries of a Company Group Member and no outstanding obligations of the right to vote (or Subsidiaries of a Company Group Member convertible into, 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 Schedule 3.7(c), there are not any options, warrants, rightsoptions 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, convertible or exchangeable securities, phantom stock rights, stock appreciation rights, stock-based performance units or contracts other obligations of any kind to which the Company or its Subsidiary is a party or by which any of them is bound (i) obligating the Company or its such Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional equity interests of the Company or its Subsidiary, or any security convertible or exercisable for or exchangeable into any equity interest of the Company or its Subsidiary, or 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 receive any economic benefit or right from the Company or its Subsidiary similar to or derived from the economic benefits and rights accruing to holders of equity interests of the Company 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. (d) Except as set forth in Schedule 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 to 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 the Company nor its Subsidiary owns, directly or indirectly, any shares of equity interest in securities of any other Personsuch Subsidiary.

Capitalization; Subsidiaries. (a) The only equity interests of the Company that are issued, 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 (as applicable) validly issued and, other than this Agreement, are not subject to (other than, in the case of the following, applicable securities laws) 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 the Company or any contract to which the Company or any of its Subsidiary Subsidiaries is a party or is otherwise bound, and are 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) 3.7 sets forth a true and correct list of all of the Company’s Subsidiaries, listing for each Subsidiary (as of the date hereof) the class and amount of authorized and outstanding equity interests of each of the Company’s Subsidiary's Subsidiaries and the record owners thereof, in each case, with respect to any equity interests owned by the Company or any of its Subsidiaries and, to the Knowledge of the Company, any other Person. All of the outstanding equity interests of the each Subsidiary of the Company that are held by the Company and or any of its Subsidiaries 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 any such Subsidiary or any contract to which the Company or any of its Subsidiary Subsidiaries is a party or is otherwise bound. Except as set forth on Schedule 3.7, there are no equity securities of the Subsidiaries of the Company issued, reserved for issuance, or outstanding. Except as set forth on Schedule 3.7, the Company or one of its Subsidiaries has good and valid title to all the equity interests of the Subsidiary Subsidiaries of the Company owned by any of the Company or any of the Subsidiaries of the Company, free and clear of all Liens, Liens (other than Permitted Liens described in clauses (v), (vi), (vii) and/or (xiii) of the definition of Permitted Liens), and is the record owner thereof. (c) There are not any bonds, debentures, notes or other Indebtedness indebtedness of the Company or any of its Subsidiary Subsidiaries 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 any of its Subsidiary Subsidiaries may vote (“"Voting Company Debt”"). Except as set forth in Schedule 3.7(c)3.7, 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 the Company or any of its Subsidiary Subsidiaries is a party or by which any of them is bound (i) obligating the Company or its any such Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional equity interests of the Company or its any such Subsidiary, or any security convertible or exercisable for or exchangeable into any equity interest of the Company or its any such Subsidiary, or any Voting Company Debt, (ii) obligating the Company or its any such 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 receive any economic benefit or right from the Company or its any such Subsidiary similar to or derived from the economic benefits and rights accruing to holders of equity interests of the Company or any of its SubsidiarySubsidiaries. There are not any outstanding contractual obligations of the Company or any of its Subsidiary Subsidiaries to repurchase, redeem or otherwise acquire any equity interests of the Company or any of its Subsidiary or any other PersonSubsidiaries. (d) Except as set forth in Schedule 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 to 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 Subsidiaries listed on Schedule 3.7 or as otherwise set forth on Schedule 3.7, neither the Company nor its Subsidiary ownsdoes not own, directly or indirectly, any equity interest in any other Person.

Capitalization; Subsidiaries. (a) The only equity interests Company Shares comprise all of the Company Company’s equity securities that are issued, reserved for issuance or outstanding are the Purchased Interests held by Seller (all of which are uncertificated)issued and outstanding. The Purchased Interests Company Shares are held beneficially and of record by the Sellers, have been duly authorized and (as applicable) validly issued and, other than this Agreementauthorized, are not subject to or issued in breach or violation of any purchase optionvalidly issued, 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 the Company or any contract to which the Company or its Subsidiary is a party or is otherwise bound, and are free and clear of any Liens, all Liens (other than applicable restrictions on transfer pursuant to federalPermitted Liens), state or foreign securities lawsare fully paid and non-assessable. The attached Schedule 3.2(a)(i) accurately sets forth, and upon transfer as of the Purchased Interests to Purchaser on the Closing Date in accordance with Article IIdate hereof, 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 all of the Company are 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 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 bounddate hereof. Except as for Contracts and other instruments set forth on Schedule 3.73.2(a)(ii), all of which will be terminated in connection with the Company has good Closing (except for the Fourth Amended and valid title to all the equity interests Restated Certificate of the Subsidiary Incorporation of the Company, free and clear of all Liensdated September 30, 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 Schedule 3.7(c2019), there are not no outstanding or authorized, nor does the Company have any obligations to issue any, (i) options, warrants, rights, convertible or exchangeable securities, phantom stock rightscalls, puts, performance shares, stock appreciation rights, stock-based performance units rights to subscribe, conversion rights (including convertible notes or contracts of any kind to which other similar convertible debt instruments) or other agreements or commitments that require the Company to issue any equity or its Subsidiary is a party voting securities or by any rights or 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 any of them is bound (i) obligating 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 its Subsidiary any other Contract with respect to issue, deliver or sell, or cause to be issued, delivered or sold, additional equity interests the voting of the Company or its SubsidiaryShares. Except for obligations pursuant to the Contracts and other instruments set forth on Schedule 3.2(a)(iv), or any security convertible or exercisable all of which will be terminated in connection with the Closing (except for or exchangeable into any equity interest the Fourth Amended and Restated Certificate of Incorporation of the Company or its SubsidiaryCompany, or any Voting Company Debtdated September 30, (ii) obligating the Company or its Subsidiary to issue2019), grant, extend or enter into any such option, warrant, right, security, unit or contract or (iii) that give any Person the right to receive any economic benefit or right from the Company or its Subsidiary similar to or derived from the economic benefits and rights accruing to holders of equity interests of the Company or its Subsidiary. There there are not any outstanding contractual no obligations of the Company or to pay any dividends to any of its Subsidiary to repurchase, redeem or otherwise acquire any equity interests of the Company or its Subsidiary or any other Personequityholders. (db) Except as set forth in Schedule 3.7(d)At all times prior to the date hereof, 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 to issue, grant, extend or enter into has not had 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 Subsidiaries 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 the Company nor its Subsidiary ownshas not, directly or indirectly, owned any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in any other Person.

Capitalization; Subsidiaries. (a) The only equity interests As of the Company that are issueddate hereof, reserved for the capital stock of Parent 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 or 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 Purchased Interests only shares of capital stock of Parent issued and outstanding and no Parent Ordinary Shares are held by Seller (all of which are uncertificated)as treasury shares. The Purchased Interests All the Outstanding Parent Ordinary Shares have been duly authorized and validly issued and are fully paid, and were issued in accordance with the registration or qualification requirements of the Hong Kong Companies Ordinance (as applicableamended) validly 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 andin violation of any preemptive or similar rights. Schedule 3.04(a) of the Parent Disclosure Letter accurately sets forth the name and ownership amount of the holders of the Outstanding Parent Shares as of the date of this Agreement. (b) The authorized share capital of the Merger Sub is Fifty Thousand Dollars (US$50,000) divided into 50,000,000 Merger Sub Shares, other than each with a nominal or par value of US$0.001. As of the execution of this Agreement, are 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 or 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 breach or 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 of, any Lien, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable lawLaw, the organizational memorandum and governance documents articles of the Company association or any contract to which the Company or its Subsidiary Parent is a party or is otherwise bound, and are 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 no outstanding bonds, debentures, notes or other Indebtedness indebtedness of the Company or its Subsidiary Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on matter for which holders the Parent’s Shareholders may vote. To the Knowledge of equity interests Parent, other than pursuant to the Lock-Up Agreements dated as of the Company 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 its Subsidiary may other similar arrangements which affect the rights of holder(s) to vote (“Voting Company Debt”). Except as set forth in Schedule 3.7(c), there are not any options, warrants, rights, convertible or exchangeable such securities, phantom stock rightsnor are any shareholder agreements, buy-sell agreements, restricted share purchase agreements, share purchase agreements, warrant purchase agreements, stock appreciation rightsissuance agreements, stock-based performance units stock option agreements, rights of first refusal or contracts 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 kind holder(s) to which such securities or the Company or its Subsidiary is a party or by which rights of any holder(s) to sell the same free and clear of them is bound (i) obligating the Company or its Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional equity interests of the Company or its Subsidiary, or any security convertible or exercisable for or exchangeable into any equity interest of the Company or its Subsidiary, or 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 receive any economic benefit or right from the Company or its Subsidiary similar to or derived from the economic benefits and rights accruing to holders of equity interests of the Company 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 Personall Liens. (d) Except Schedule 3.04(d) of the Parent Disclosure Letter accurately sets forth the name and place of incorporation or formation of each Subsidiary of Parent as set forth in Schedule 3.7(d)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 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 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 not any no outstanding stock-based performance units, profit participations, restricted stock awards, restricted stock units or other equity-based compensation awards or similar rights with respect to the Parent, options, warrants, rights, rights or other securities convertible into or exchangeable securitiesor exercisable for Parent Ordinary Shares or other commitments or agreements providing for the issuance of additional shares (or other equity interests), phantom stock rightsthe sale of treasury shares, stock appreciation rights, stock-based performance units or contracts for the repurchase or redemption of Parent Ordinary Shares. There are no agreements requiring any kind to which Seller is a party or by which it is bound (i) obligating Seller Group Company to issue, deliver purchase, register, redeem or sellotherwise acquire, or cause to be issuedtransfer, delivered sell or soldotherwise dispose of any shares of capital stock or other securities of any Group Company, equity interests of Sellerincluding any options, subscriptions, rights, warrants, calls or other similar commitments or agreements relating thereto, or any security share appreciation rights or securities convertible into or exchangeable or exercisable for Parent Ordinary Shares other than Parent ADSs, or exchangeable into 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 interest purchase agreements, warrant purchase agreements, stock issuance agreements, stock option agreements, rights of Sellerfirst refusal or other similar agreements, in each case, to any current employee which the Parent or independent contractor Merger Sub is a party, existing as of the Company date hereof with respect to such securities which in any manner would affect the title of any holder(s) to such securities or its Subsidiary, (iithe rights of any holder(s) obligating Seller to issue, grant, extend or enter into any such option, warrant, right, security, unit or contract to any current employee or independent contractor sell the same free and clear 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 Sellerall 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 interests in its Subsidiary listed on Schedule 3.7 or as otherwise set forth on Schedule 3.7organization, neither and the Company nor its Subsidiary ownstransactions contemplated by this Agreement, Merger Sub has not, and shall not have prior to the Effective Time, incurred, directly or indirectlyindirectly through any subsidiary or Affiliate, any equity interest obligations or liabilities or engaged in any other 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. (ai) The only equity interests On the Effective Date, after giving effect to the transactions contemplated hereby to occur on the Effective Date, the authorized Capital Stock of the Company Parent and the issued and outstanding Capital Stock of the Parent are as set forth on Schedule 5.01(e)(i). All of the issued and outstanding shares of 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 similar rights. There are no securities or instruments containing anti-dilution or similar provisions that are will be triggered by the issuance of the Warrants or, upon exercise of any Warrant, the 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 issuance of the Warrants and, upon exercise of any Warrant, the 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, reserved for issuance fully paid and non-assessable, free from all taxes, liens and charges with respect to the issue thereof, and shall not be subject to preemptive rights or outstanding are other similar rights of stockholders of the Purchased Interests held by Seller (all of which are uncertificated)Parent. The Purchased Interests Warrant Shares have been duly authorized and (as applicable) validly issued and, other than this Agreement, are 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 reserved for issuance upon exercise of the Company or any contract to which the Company or its Subsidiary is a party or is otherwise bound, and are free and clear of any Liens, other than applicable restrictions on transfer pursuant to federal, state or foreign securities lawsWarrants, and upon transfer such exercise, will be validly issued, fully paid and non-assessable, free from all taxes, liens and charges with respect to the issue thereof, and will not be subject to preemptive rights or other similar rights of stockholders 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 lawsParent. (bii) Schedule 3.7(b5.01(e)(ii) sets forth the class is a complete and amount of authorized and outstanding equity interests correct description of the Company’s Subsidiaryname, jurisdiction of incorporation and ownership of the outstanding Capital Stock of each of the Subsidiaries of the Parent in existence on the date hereof. All of the issued and outstanding equity interests shares of the Subsidiary Capital Stock of the Company are held by the Company and are duly authorized and such Subsidiaries have been validly issued and are fully paid and nonassessable, and the holders thereof are not subject entitled to any preemptive, first refusal or issued in breach or violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or other 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 boundrights. Except as set forth indicated on Schedule 3.7such Schedule, all such Capital Stock is owned by the Company has good and valid title to all the equity interests Parent or one or more of the Subsidiary of the Companyits wholly-owned Subsidiaries, free and clear of all Liens, other than Permitted Liens, and is the record owner thereof. (c) There . Except as indicated on such Schedules there are not any bonds, debentures, notes no outstanding debt or other Indebtedness equity securities of the Company Parent or any of its Subsidiary having Subsidiaries and no outstanding obligations of the right to vote (Parent or any of its Subsidiaries convertible into, 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 Schedule 3.7(c), there are not any options, warrants, rightsoptions or other rights for the purchase or acquisition from the Parent or any of its Subsidiaries, convertible or exchangeable securities, phantom stock rights, stock appreciation rights, stock-based performance units or contracts other obligations of any kind to which the Company or its Subsidiary is a party or by which any of them is bound (i) obligating the Company or its Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional equity interests of the Company or its Subsidiary, or any security convertible or exercisable for or exchangeable into any equity interest of the Company or its Subsidiary, or 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 receive any economic benefit or right from the Company or its Subsidiary similar to or derived from the economic benefits and rights accruing to holders of equity interests of the Company 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. (d) Except as set forth in Schedule 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 to 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 the Company nor its Subsidiary owns, directly or indirectly, any equity interest in shares of Capital Stock of any other PersonSubsidiary of the Parent.

Capitalization; Subsidiaries. (a) The only authorized equity capitalization of each of Syntron Corp and Holdco consists solely of uncertificated limited liability company interests of as reflected in the Company that are issued, reserved for issuance or outstanding are the Purchased Interests held by Seller (all of which are uncertificated)applicable Operating Agreement. The Purchased Interests have been duly authorized and (Except as applicable) validly issued and, other than set forth in this Agreement, are not subject to no limited liability company interests or issued in breach other equity interests or violation securities of any purchase option, call option, right of first refusal, preemptive right, subscription right or similar right under any provision of applicable lawAcquired Company are reserved for issuance. On the date hereof, the organizational and governance documents Corp Sellers collectively own 100% of the Company or any contract to which Syntron Corp Interests. On the Company or its Subsidiary is a party or is otherwise bounddate hereof, and are free and clear of any Liens, other than applicable restrictions on transfer pursuant to federal, state or foreign securities laws, and upon transfer the Holdco Seller owns 100% 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 Holdco Interests, free and clear of any Liens, other than applicable restrictions on transfer pursuant to federal, state or foreign securities laws. (b) Immediately prior to the Closing, all of the issued and outstanding Purchased Interests will be owned by the Sellers and Syntron Corp and evidenced solely by the Operating Agreements. Schedule 3.7(b3.02(b) sets forth the class and amount of authorized and outstanding equity interests forth, as of the Company’s Subsidiary. All date of this Agreement and the Closing Date, the outstanding equity interests securities of each Acquired Company, the name of each holder thereof and the number of equity securities held by each such holder. As of the Subsidiary date hereof, there are currently outstanding Options to purchase 15,965 Class B Units of Holdco, all of which, unless previously exercised, shall terminate as 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 thereofClosing. (c) All of the issued and outstanding equity securities of each Acquired Company and Options of Holdco have been duly authorized, are validly issued, are fully paid and nonassessable, were issued in compliance with all applicable federal and state securities Laws and are not subject to any preemptive rights, rights of first refusal or similar rights. Except for this Agreement and the currently outstanding Options to purchase 15,965 Class B Units of Holdco described in the last sentence of Section 3.02(b), which, unless previously exercised, shall terminate as of the Closing, there are no outstanding options, warrants, contracts or rights (including any preemptive rights) to which any Acquired Company is a party or otherwise bound requiring the issuance, disposition or acquisition of the equity securities of any Acquired Company or any rights or interests exercisable therefor. There are not no outstanding or authorized equity appreciation, phantom stock or other equity compensation (excluding the Options) with respect to any Acquired Company. No Acquired Company has any obligation (contingent or otherwise) to (i) issue any option, warrant, call, subscription or other right (including any preemptive right), agreement or commitment, (ii) issue or distribute to holders of any limited liability company interests or other equity interests or securities in any Acquired Company any evidence of Indebtedness or asset of any Acquired Company or (iii) pay any dividend or make any other distribution in respect of any limited liability company interests or other equity interests or securities in any Acquired Company. There are no voting trusts or other agreements or understandings to which any Acquired Company is a party with respect to the voting of any limited liability company interests or equivalent equity interests or securities of the any Acquired Company. No Acquired Company has any outstanding bonds, debentures, notes debentures or other Indebtedness obligations the holders of the Company or its Subsidiary having which have the right to vote (or are convertible into, or exchangeable for, for securities having the right to vote) with any equityholders of any Acquired Company 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 Schedule 3.7(c), 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 the Company or its Subsidiary is a party or by which any of them is bound (i) obligating the Company or its Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional equity interests of the Company or its Subsidiary, or any security convertible or exercisable for or exchangeable into any equity interest of the Company or its Subsidiary, or 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 receive any economic benefit or right from the Company or its Subsidiary similar to or derived from the economic benefits and rights accruing to holders of equity interests of the Company 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 Personmatter. (d) Except as set forth in Schedule 3.7(d)As of the date of this Agreement, 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, except for Syntron Corp’s ownership of a portion of the equity interests of SellerLLCP PCS Alternative Partnership Syntron, or any security convertible or exercisable for or exchangeable into any equity interest of Seller, to any current employee or independent contractor L.P. and Holdco’s ownership of the Company or its Subsidiary, (ii) obligating Seller to 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 3.7Syntron Material Handling Holdings, LLC, neither the Company Syntron Corp nor its Subsidiary Holdco owns, directly or indirectly, any stock, partnership interest, joint venture interest or other equity ownership interest in any other Person, and (ii) none of the Acquired Companies other than Syntron Corp and Holdco own, directly or indirectly, any stock, partnership interest, joint venture interest or other equity ownership interest in any other Person other than another Acquired Company. Following the consummation of the Restructuring Transactions, except for Syntron Corp’s ownership of a portion of the Holdco Interests and Holdco’s ownership of the equity interests of Syntron Material Handling Holdings, LLC, neither Syntron Corp nor Holdco will own, directly or indirectly, any stock, partnership interest, joint venture interest or other equity ownership interest in any other Person. (e) No equityholder or former equityholder of any Acquired Company, or any other Person, has asserted or has any rights with respect to: (i) the ownership or rights to ownership of any shares of stock of any Acquired Company (other than the rights of the Sellers in the Purchased Interests that will be transferred to the Purchaser or a designated Subsidiary thereof at the Closing); (ii) any rights of an equityholder (other than the right of the Securityholders to receive consideration pursuant to Article 1), including any option, preemptive rights or rights to notice or to vote; (iii) any rights under the Organizational Documents of any Acquired Company (other than the right of the Securityholders to receive consideration pursuant to Article 1) that could be asserted after the Closing; or (iv) any claim that his, her or its shares were wrongfully repurchased by any Acquired Company. Notwithstanding anything to the contrary set forth in this Agreement, this Section 3.02(e) shall not be modified or deemed modified by the Disclosure Schedules. (f) As of the date of this Agreement, (i) neither Syntron Corp nor Holdco holds the right to acquire, directly or indirectly, any stock, partnership interest, joint venture interest or other equity ownership interest in any other Person, and (ii) none of the Acquired Companies other than Syntron Corp and Holdco hold the right to acquire, directly or indirectly, any stock, partnership interest, joint venture interest or other equity ownership interest in any other Person other than another Acquired Company. Following the consummation of the Restructuring Transactions, neither Syntron Corp nor Holdco will hold the right to acquire, directly or indirectly, any stock, partnership interest, joint venture interest or other equity ownership interest in any other Person.

Capitalization; Subsidiaries. (a) The only equity interests As of the Company that are issueddate hereof, reserved for issuance or outstanding are the Purchased Interests held by Seller authorized share capital of Parent consists of (all i) 55,000,000 shares of Class A common stock, $0.0001 per share par value, 10,440,500 of which are uncertificatedissued 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 ((i) through (iii) collectively, the “Parent Shares”). The Purchased Interests 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 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 Closing Merger Consideration Shares, the Gamma Earnout Consideration Shares and any Parent Common Shares issued pursuant to Section 1.02, when issued in accordance with the terms hereof, shall be duly authorized and (as applicable) validly issued, fully paid and nonassessable and issued and, other than this Agreement, are in compliance with all applicable state and federal securities Laws and not subject to or to, and not issued in breach or violation of of, any Lien, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable lawLaw, the organizational and governance documents of the Company Parent Governing Documents or any contract to which the Company or its Subsidiary Parent is a party or is otherwise bound, and are 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 Schedule 3.7(c), 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 the Company or its Subsidiary is a party or by which any of them is bound (i) obligating the Company or its Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional equity interests of the Company or its Subsidiary, or any security convertible or exercisable for or exchangeable into any equity interest of the Company or its Subsidiary, or 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 receive any economic benefit or right from the Company or its Subsidiary similar to or derived from the economic benefits and rights accruing to holders of equity interests of the Company 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. (d) Except as set forth in Schedule 3.7(d)Parent has no Subsidiaries, there are apart from Merger Subs, and does 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 to 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 the Company nor its Subsidiary ownsown, directly or indirectly, any equity interest interests or other interests or investments (whether equity or debt) in any Person, whether incorporated or unincorporated. Parent is not party to any contract that obligates Parent to invest money in, loan money to or make any capital contribution to any other Person. (e) As of the date hereof, 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 issued and outstanding, and which share is held of record and beneficially by Parent.