Common use of Due Organization; Subsidiaries Clause in Contracts

Due Organization; Subsidiaries. (a) WWE is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (“Delaware Law”) and has all necessary power and authority to (i) conduct its business in the manner in which its business is currently being conducted, (ii) own and use its assets in the manner in which its assets are currently owned and used and (iii) perform its obligations under all Contracts by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to have a WWE Material Adverse Effect. WWE is qualified or licensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed, or in good standing would not, individually or in the aggregate, reasonably be expected to have a WWE Material Adverse Effect. (b) WWE does not own any capital stock of, any other equity-linked or similar interest in, any equity interest of any nature or any interest convertible into or exchangeable or exercisable for any equity-linked or similar interest in, any Entity other than WWE Subsidiaries. WWE has not agreed and is not obligated to make, and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. (c) Section 3.1(c) of the WWE Disclosure Letter identifies each Subsidiary of WWE (each, a “WWE Subsidiary,” and collectively, the “WWE Subsidiaries”) and indicates its jurisdiction of organization. Each WWE Subsidiary is a corporation or other business entity duly incorporated or organized (as applicable), validly existing, and in good standing (to the extent a concept of “good standing” is applicable) under the Laws of its jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to own, lease, or operate, as appropriate, the assets and properties that it purports to own, lease, and operate and to carry on its business as now conducted, and is qualified to do business in each jurisdiction where such qualification is necessary, except, in each case, where any failure thereof would not, individually or in the aggregate, reasonably be expected to have a WWE Material Adverse Effect. All outstanding shares of capital stock or voting securities of, or other equity interests in, each WWE Subsidiary have been duly authorized, validly issued, fully paid, nonassessable, and are owned by WWE, by another WWE Subsidiary, or by WWE and another WWE Subsidiary, free and clear of all Encumbrances other than restrictions imposed by applicable securities laws or the organizational documents of any such Subsidiary or any Permitted Encumbrances. (d) WWE has made available to EDR or EDR’s Representatives accurate and complete copies of the certificate of incorporation and bylaws of WWE, New PubCo and ▇▇▇▇▇▇ Sub, including all amendments thereto, as in effect on the date of this Agreement. None of WWE, New PubCo, or Merger Sub is in violation of any provision of their respective certificate of incorporation or bylaws, except for violations that would not, individually or in the aggregate, reasonably be expected to have a WWE Material Adverse Effect or be expected to prevent or materially delay the ability of WWE, New PubCo or Merger Sub to consummate the Merger by the End Date.

Due Organization; Subsidiaries. (a) WWE Iris is a corporation duly organizedincorporated, validly existing, existing and in good standing under the laws Laws of the State of Delaware (“Delaware Law”) Delaware, and has all necessary corporate power and authority to authority: (i) to conduct its business in the manner in which its business is currently being conducted, ; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used used; and (iii) to perform its obligations under all Contracts by which it is bound, except as would not, individually or in where the aggregate, reasonably be expected failure to have a WWE such power or authority would not have an Iris Material Adverse Effect. WWE . (b) Iris is duly licensed and qualified or licensed to do business as a foreign Entity, and is in good standingstanding (to the extent applicable in such jurisdiction), in each jurisdiction under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified would not have an Iris Material Adverse Effect. (c) Each of Iris’s Subsidiaries is identified in Section 3.2(c) of the Iris Disclosure Schedule; and neither Iris nor any of the entities identified in Section 3.2(c) of the Iris Disclosure Schedule owns any capital stock of, or licensingany equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other entity other than the entities identified in Section 3.2(c) of the Iris Disclosure Schedule. Each of Iris’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to be so qualified, licensed, have such power or in good standing authority would not, individually or in the aggregate, reasonably be expected to not have a WWE an Iris Material Adverse Effect. (bd) WWE does not own Neither Iris nor any capital stock ofof its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any other equity-linked partnership, joint venture or similar interest in, business entity. Neither Iris nor any equity interest of any nature its Subsidiaries has agreed or any interest convertible into or exchangeable or exercisable for any equity-linked or similar interest in, any Entity other than WWE Subsidiaries. WWE has not agreed and is not obligated to make, and make or is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. (c) Section 3.1(c) of the WWE Disclosure Letter identifies each Subsidiary of WWE (each, a “WWE Subsidiary,” and collectively, the “WWE Subsidiaries”) and indicates its jurisdiction of organizationentity. Each WWE Subsidiary is a corporation or other business entity duly incorporated or organized (as applicable), validly existing, and in good standing (to the extent a concept of “good standing” is applicable) under the Laws Neither Iris nor any of its jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to ownSubsidiaries has, leaseat any time, or operate, as appropriate, the assets and properties that it purports to own, lease, and operate and to carry on its business as now conducted, and is qualified to do business in each jurisdiction where such qualification is necessary, except, in each case, where any failure thereof would not, individually or in the aggregate, reasonably be expected to have been a WWE Material Adverse Effect. All outstanding shares of capital stock or voting securities general partner of, or other equity interests in, each WWE Subsidiary have has otherwise been duly authorized, validly issued, fully paid, nonassessable, and are owned by WWE, by another WWE Subsidiary, or by WWE and another WWE Subsidiary, free and clear of all Encumbrances other than restrictions imposed by applicable securities laws or the organizational documents of liable for any such Subsidiary or any Permitted Encumbrances. (d) WWE has made available to EDR or EDR’s Representatives accurate and complete copies of the certificate of incorporation and bylaws of WWEdebts or other obligations of, New PubCo and ▇▇▇▇▇▇ Subany general partnership, including all amendments thereto, as in effect on the date of this Agreement. None of WWE, New PubCo, limited partnership or Merger Sub is in violation of any provision of their respective certificate of incorporation or bylaws, except for violations that would not, individually or in the aggregate, reasonably be expected to have a WWE Material Adverse Effect or be expected to prevent or materially delay the ability of WWE, New PubCo or Merger Sub to consummate the Merger by the End Dateother entity.

Due Organization; Subsidiaries. (a) WWE is a corporation EDR OpCo and HoldCo are each limited liability companies duly organized, validly existing, and in good standing under Delaware Law. EDR is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware (“Delaware Law”) Delaware. EDR, EDR OpCo and HoldCo each has all necessary power and authority to (i) conduct its business in the manner in which its business is currently being conducted, (ii) own and use its assets in the manner in which its assets are currently owned and used used, and (iii) perform its obligations under all Contracts by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to have a WWE HoldCo Material Adverse Effect. WWE . (b) Each of EDR, EDR OpCo and HoldCo is qualified or licensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed, or in good standing would not, individually or in the aggregate, reasonably be expected to have a WWE HoldCo Material Adverse Effect. (bc) WWE HoldCo does not own any capital stock of, any other equity-linked or similar interest in, any equity interest of any nature or any interest convertible into or exchangeable or exercisable for any equity-linked or similar interest in, any Entity other than WWE HoldCo Subsidiaries. WWE HoldCo has not agreed and is not obligated to make, and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. (cd) Section 3.1(c4.1(d) of the WWE EDR Disclosure Letter identifies each Subsidiary of WWE HoldCo (each, a “WWE HoldCo Subsidiary,” and collectively, the “WWE HoldCo Subsidiaries”) and indicates its jurisdiction of organization. Each WWE HoldCo Subsidiary is a corporation or other business entity duly incorporated or organized (as applicable), validly existing, and in good standing (to the extent a concept of “good standing” is applicable) under the Laws of its jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to own, lease, or operate, as appropriate, the assets and properties that it purports to own, lease, and operate and to carry on its business as now conducted, and is qualified to do business in each jurisdiction where such qualification is necessary, except, in each case, where any failure thereof would not, individually or in the aggregate, reasonably be expected to have a WWE HoldCo Material Adverse Effect. All outstanding shares of capital stock or voting securities of, or other equity interests in, each WWE HoldCo Subsidiary have been duly authorized, validly issued, fully paid, paid nonassessable, and are owned by WWEHoldCo, by another WWE HoldCo Subsidiary, or by WWE HoldCo and another WWE HoldCo Subsidiary, free and clear of all Encumbrances other than restrictions imposed by applicable securities laws or the organizational documents of any such Subsidiary or any Permitted EncumbrancesSubsidiary. (de) WWE EDR has made available to EDR WWE or EDRWWE’s Representatives accurate and complete copies of the certificate of incorporation incorporation, certificate of formation, bylaws, operating agreement and bylaws other charter and organizational documents of WWE, New PubCo EDR OpCo and ▇▇▇▇▇▇ SubHoldCo, including all amendments thereto, as in effect on the date of this Agreement. None of WWEEDR, New PubCoEDR OpCo, or Merger Sub HoldCo is in violation of any provision of their its respective certificate of incorporation or bylaws, except for violations that would not, individually or in the aggregate, reasonably be expected to have a WWE Material Adverse Effect or be expected to prevent or materially delay the ability of WWEEDR, New PubCo EDR OpCo or Merger Sub HoldCo to consummate the Merger by the End Date.

Due Organization; Subsidiaries. (a) WWE The Company is a corporation duly organizedincorporated, validly existing, existing and in good standing under the laws Laws of the State of Delaware (“Delaware Law”) and has all necessary corporate power and authority to authority: (i) to conduct its business in the manner in which its business is currently being conducted, ; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used used; and (iii) to perform its obligations under all Contracts by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to have a WWE Material Adverse Effect. WWE . (b) The Company is duly licensed and qualified or licensed to do business as a foreign Entitybusiness, and is in good standingstanding (to the extent applicable in such jurisdiction), in each jurisdiction under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or licensingin the aggregate would not be reasonably expected to have a Company Material Adverse Effect. (c) The Company has no Subsidiaries, except for the Entities identified in Section 2.1(c) of the Company Disclosure Schedule; and neither the Company nor any of the Company’s Subsidiaries owns any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or controls, directly or indirectly, any other Entity other than the Entities identified in Section 2.1(c) of the Company Disclosure Schedule. Each of the Company’s Subsidiaries is a corporation or other legal entity duly incorporated or otherwise organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, as applicable, and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not be so qualified, licensed, or in good standing would not, individually or in the aggregate, reasonably be expected to have a WWE Company Material Adverse Effect. (bd) WWE does not own Neither the Company nor any capital stock ofof its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any other equity-linked partnership, joint venture or similar interest in, business entity. Neither the Company nor any equity interest of any nature its Subsidiaries has agreed or any interest convertible into or exchangeable or exercisable for any equity-linked or similar interest in, any Entity other than WWE Subsidiaries. WWE has not agreed and is not obligated to make, and or is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. (c) Section 3.1(c) of . Neither the WWE Disclosure Letter identifies each Subsidiary of WWE (each, a “WWE Subsidiary,” and collectively, the “WWE Subsidiaries”) and indicates its jurisdiction of organization. Each WWE Subsidiary is a corporation or other business entity duly incorporated or organized (as applicable), validly existing, and in good standing (to the extent a concept of “good standing” is applicable) under the Laws Company nor any of its jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to ownSubsidiaries has, leaseat any time, or operate, as appropriate, the assets and properties that it purports to own, lease, and operate and to carry on its business as now conducted, and is qualified to do business in each jurisdiction where such qualification is necessary, except, in each case, where any failure thereof would not, individually or in the aggregate, reasonably be expected to have been a WWE Material Adverse Effect. All outstanding shares of capital stock or voting securities general partner of, or other equity interests inhas otherwise been liable for, each WWE Subsidiary have been duly authorized, validly issued, fully paid, nonassessable, and are owned by WWE, by another WWE Subsidiary, or by WWE and another WWE Subsidiary, free and clear of all Encumbrances other than restrictions imposed by applicable securities laws or the organizational documents of any such Subsidiary or any Permitted Encumbrances. (d) WWE has made available to EDR or EDR’s Representatives accurate and complete copies of the certificate of incorporation and bylaws of WWEdebts or other obligations of, New PubCo and ▇▇▇▇▇▇ Subany general partnership, including all amendments thereto, as in effect on the date of this Agreement. None of WWE, New PubCo, limited partnership or Merger Sub is in violation of any provision of their respective certificate of incorporation or bylaws, except for violations that would not, individually or in the aggregate, reasonably be expected to have a WWE Material Adverse Effect or be expected to prevent or materially delay the ability of WWE, New PubCo or Merger Sub to consummate the Merger by the End Dateother Entity.

Due Organization; Subsidiaries. (a) WWE Lambda is a corporation duly organized, validly existing, existing and in good standing under the laws Laws of the State of Delaware (“Delaware Law”) and Delaware. Lambda has all necessary requisite corporate power and authority to (i) conduct own, lease and operate its properties and assets and to carry on its business in the manner in which its business is currently being as presently conducted, (ii) own except where the failure to have such power and use its assets in the manner in which its assets are currently owned and used and (iii) perform its obligations under all Contracts by which it is bound, except as authority would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a WWE Lambda Material Adverse Effect. WWE Lambda is qualified or licensed to do business as a foreign Entity, and is in good standing, standing as a foreign corporation in each jurisdiction where the nature ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification or licensingqualification, except where the failure to be so qualified, licensed, qualified or in good standing would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a WWE Lambda Material Adverse Effect. (b) WWE does not own any capital stock of, any other equity-linked or similar interest in, any equity interest Each of any nature or any interest convertible into or exchangeable or exercisable for any equity-linked or similar interest in, any Entity other than WWE Subsidiaries. WWE has not agreed and is not obligated to make, and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Lambda’s Subsidiaries (c) Section 3.1(c) of the WWE Disclosure Letter identifies each Subsidiary of WWE (each, a “WWE Subsidiary,” and collectively, the “WWE Lambda Subsidiaries”) and indicates its jurisdiction of organization. Each WWE Subsidiary is a corporation or other business entity legal Entity duly incorporated or organized (as applicable)organized, validly existing, existing and in good standing (to the extent a concept of “good standing” is applicable) under the Laws of its respective jurisdiction of incorporation organization, except where the failure to be so organized, existing or organization and in good standing would not reasonably be expected to have, individually or in the aggregate, a Lambda Material Adverse Effect. Each of the Lambda Subsidiaries has full all requisite corporate or other organizational similar power and authority required to own, lease, or operate, as appropriate, the assets and properties that it purports to own, lease, lease and operate its properties and assets and to carry on its business as now presently conducted, except where the failure to have such power and is qualified authority would not reasonably be expected to do business in each jurisdiction where such qualification is necessary, except, in each case, where any failure thereof would nothave, individually or in the aggregate, a Lambda Material Adverse Effect. Each of the Lambda Subsidiaries is qualified to do business and is in good standing as a foreign corporation or other legal Entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have have, individually or in the aggregate, a WWE Lambda Material Adverse Effect. All outstanding shares of capital stock or voting securities of, or other equity interests in, each WWE Subsidiary have been duly authorized, validly issued, fully paid, nonassessable, and are owned by WWE, by another WWE Subsidiary, or by WWE and another WWE Subsidiary, free and clear of all Encumbrances other than restrictions imposed by applicable securities laws or the organizational documents of any such Subsidiary or any Permitted Encumbrances. (dc) WWE Lambda has delivered or made available to EDR or EDR’s Representatives Pi accurate and complete copies of the certificate of incorporation and bylaws (or similar organizational documents) of WWE, New PubCo Lambda and ▇▇▇▇▇▇ Sub, including all amendments thereto, each Lambda Subsidiary that constitutes a “significant subsidiary” of Lambda as defined in effect on Rule 1-02(w) of Regulation S-X promulgated by the SEC as of the date hereof (collectively, the “Lambda Organizational Documents”). (d) Section 2.1(d) of this Agreementthe Lambda Disclosure Letter sets forth Lambda’s and any of Lambda Subsidiaries’ capital stock, equity interests or other direct or indirect ownership interests in any other Person, other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of Lambda. None All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of WWELambda, New PubCo, or Merger Sub is in violation of any provision of their respective certificate of incorporation or bylaws, except for violations that would not, individually or been validly issued and are fully paid (in the aggregatecase of an interest in a limited partnership or a limited liability company, reasonably be expected to have the extent required under the applicable Lambda Organizational Documents) and nonassessable (if such entity is a WWE Material Adverse Effect corporate entity) and (ii) are owned by Lambda, by one or be expected to prevent more Subsidiaries of Lambda or materially delay by Lambda and one or more of the ability Lambda Subsidiaries, in each case free and clear of WWE, New PubCo or Merger Sub to consummate the Merger by the End Dateall Encumbrances.

Due Organization; Subsidiaries. (a) WWE The Company is a corporation duly organizedincorporated, validly existing, and in good standing under the laws of the State of Delaware (“Delaware Law”) CBCA and has all necessary power and authority to (i) conduct its business in the manner in which its business is currently being conducted, conducted and (ii) own own, lease and use operate its assets and properties in the manner in which its assets and properties are currently owned and used and (iii) perform its obligations under all Contracts by which it used. The Company is boundduly qualified, except as would notregistered, individually licensed or in the aggregate, reasonably be expected to have a WWE Material Adverse Effect. WWE is qualified or licensed otherwise authorized to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification qualification, registration, licensing or licensingother authorization, and has all the authorizations required to own, lease and operate its properties and assets, except where the failure to be so qualified, licensedregistered, licensed or otherwise authorized to do business, or be in good standing would not, individually or in the aggregate, reasonably be expected to have a WWE Material Adverse Effect. (b) WWE The Company does not own any capital stock of, any equity interest of or any equity interest of any nature in, any other equity-linked or similar interest in, any equity interest of any nature or any interest convertible into or exchangeable or exercisable for any equity-linked or similar interest in, in any other Entity other than WWE the Company Subsidiaries. WWE The Company has not agreed and is not obligated to make, and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. (c) Section 3.1(c1(c) of the WWE Company Disclosure Letter Schedule identifies each Subsidiary of WWE the Company (each, a “WWE Company Subsidiary,” and collectively, the “WWE Company Subsidiaries”) and indicates its jurisdiction of organization. Each WWE Company Subsidiary is a corporation or other business entity duly incorporated incorporated, formed, or organized (as applicable), validly existing, and in good standing (to the extent a concept of “good standing” is applicable) under the Laws of its jurisdiction of incorporation incorporation, formation, or organization and has full corporate or other organizational power and authority required to own, lease, or operate, as appropriate, the assets and properties that it purports to own, lease, and operate and to carry on its business as now conducted, and is qualified to do business in each jurisdiction where such qualification is necessary, except, in each case, where any failure thereof would not, individually or in the aggregate, reasonably be expected to have a WWE Material Adverse Effect. All outstanding shares of capital stock or voting securities of, or other equity interests in, each WWE Company Subsidiary have been duly authorized, validly issued, fully paid, nonassessable, as applicable, and are owned by WWEthe Company, by another WWE Company Subsidiary, or by WWE the Company and another WWE Company Subsidiary, free and clear of all Encumbrances other than restrictions imposed by applicable securities laws Securities Laws or the organizational documents of any such Company Subsidiary or any Permitted Encumbrances. (d) WWE has made available to EDR or EDR’s Representatives accurate and complete copies of the certificate of incorporation and bylaws of WWE, New PubCo and ▇▇▇▇▇▇ Sub, including all amendments thereto, as in effect on the date of this Agreement. None of WWE, New PubCo, or Merger Sub is in violation of any provision of their respective certificate of incorporation or bylaws, except for violations that would not, individually or in the aggregate, reasonably be expected to have a WWE Material Adverse Effect or be expected to prevent or materially delay the ability of WWE, New PubCo or Merger Sub to consummate the Merger by the End Date.

Due Organization; Subsidiaries. (a) WWE Each of Magenta and its Subsidiaries (including Merger Sub) is a corporation or limited liability company duly organizedincorporated or formed, validly existing, existing and in good standing under the laws Laws of the State jurisdiction of Delaware (“Delaware Law”) its incorporation or organization and has all necessary corporate power and authority to authority: (i) to conduct its business in the manner in which its business is currently being conducted, (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used and (iii) to perform its obligations under all Contracts by which it is bound. Since the date of their formation, except ▇▇▇▇▇▇ Sub have not engaged in any activities other than in connection with or as would not, individually or in the aggregate, reasonably be expected to have a WWE Material Adverse Effectcontemplated by this Agreement. WWE All of Magenta’s Subsidiaries are wholly owned by Magenta. (b) Each of Magenta and its Subsidiaries is licensed and qualified or licensed to do business as a foreign Entitybusiness, and is in good standingstanding (to the extent applicable in such jurisdiction), in each jurisdiction under the Laws of all jurisdictions where the nature of its business in the manner in which its business is currently being conducted requires such licensing or qualification or licensing, except other than in jurisdictions where the failure to be so qualified, licensed, or in good standing would not, qualified individually or in the aggregate, aggregate would not be reasonably be expected to have a WWE Magenta Material Adverse Effect. (bc) WWE Except as set forth on Section 4.1(c). of the Magenta Disclosure Schedule, Magenta has no Subsidiaries other than Merger Sub and Magenta does not own any capital stock of, any other equity-linked or similar interest in, any equity ownership or profit sharing interest of any nature or any interest convertible into or exchangeable or exercisable for any equity-linked or similar interest in, or control directly or indirectly, any other Entity other than WWE SubsidiariesMerger Sub. WWE Magenta is not and has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Magenta has not agreed and is not obligated to make, and nor is not Magenta bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. (c) Section 3.1(c) . Magenta has not, at any time, been a general partner of, and has not otherwise been liable for any of the WWE Disclosure Letter identifies each Subsidiary of WWE (each, a “WWE Subsidiary,” and collectively, the “WWE Subsidiaries”) and indicates its jurisdiction of organization. Each WWE Subsidiary is a corporation debts or other business entity duly incorporated or organized (as applicable)obligations of, validly existingany general partnership, and in good standing (to the extent a concept of “good standing” is applicable) under the Laws of its jurisdiction of incorporation or organization and has full corporate limited partnership or other organizational power and authority required to own, lease, or operate, as appropriate, the assets and properties that it purports to own, lease, and operate and to carry on its business as now conducted, and is qualified to do business in each jurisdiction where such qualification is necessary, except, in each case, where any failure thereof would not, individually or in the aggregate, reasonably be expected to have a WWE Material Adverse Effect. All outstanding shares of capital stock or voting securities of, or other equity interests in, each WWE Subsidiary have been duly authorized, validly issued, fully paid, nonassessable, and are owned by WWE, by another WWE Subsidiary, or by WWE and another WWE Subsidiary, free and clear of all Encumbrances other than restrictions imposed by applicable securities laws or the organizational documents of any such Subsidiary or any Permitted EncumbrancesEntity. (d) WWE has made available to EDR or EDR’s Representatives accurate and complete copies of the certificate of incorporation and bylaws of WWE, New PubCo and ▇▇▇▇▇▇ Sub, including all amendments thereto, as in effect on the date of this Agreement. None of WWE, New PubCo, or Merger Sub is in violation of any provision of their respective certificate of incorporation or bylaws, except for violations that would not, individually or in the aggregate, reasonably be expected to have a WWE Material Adverse Effect or be expected to prevent or materially delay the ability of WWE, New PubCo or Merger Sub to consummate the Merger by the End Date.

Due Organization; Subsidiaries. (a) WWE Paramount is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (“Delaware Law”) and has all necessary power and authority to (i) conduct its business in the manner in which its business is currently being conducted, (ii) own and use its assets in the manner in which its assets are currently owned and used and (iii) perform its obligations under all Contracts by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to have a WWE Paramount Material Adverse Effect. WWE . (b) Paramount is qualified or licensed to do business as a foreign Entity, and is in good standing (to the extent a concept of “good standing” is recognized), in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed, or in good standing would not, individually or in the aggregate, reasonably be expected to have a WWE Paramount Material Adverse Effect. (b) WWE does not own any capital stock of, any other equity-linked or similar interest in, any equity interest of any nature or any interest convertible into or exchangeable or exercisable for any equity-linked or similar interest in, any Entity other than WWE Subsidiaries. WWE has not agreed and is not obligated to make, and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. (c) Section 3.1(c) of the WWE Paramount Disclosure Letter identifies each Subsidiary significant subsidiary (as such term is defined in Rule 12b-2 under the Exchange Act) of WWE Paramount (each, a “WWE Paramount Subsidiary,” ”, and collectively, the “WWE Paramount Subsidiaries”) and indicates its jurisdiction of organization. Each WWE Paramount Subsidiary is a corporation or other business entity Entity duly incorporated or organized (as applicable), validly existing, and in good standing (to the extent a concept of “good standing” is applicablerecognized) under the Laws laws of its jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to own, lease, or operate, as appropriate, the assets and properties that it purports to own, lease, and operate and to carry on its business as now conducted, and is qualified to do business in each jurisdiction where such qualification is necessary, except, in each case, where any failure thereof would not, individually or in the aggregate, reasonably be expected to have a WWE Paramount Material Adverse Effect. All outstanding shares of capital stock or voting securities of, or other equity interests in, each WWE Subsidiary Paramount Subsidiary, which are held, directly or indirectly, by Paramount, have been duly authorized, validly issued, fully paid, nonassessable, and are owned by WWEParamount, by another WWE SubsidiarySubsidiary of Paramount, or by WWE Paramount and another WWE SubsidiarySubsidiary of Paramount, free and clear of all Encumbrances other than restrictions imposed by applicable securities laws or the organizational documents of any such Subsidiary or any Permitted Encumbrances. (d) WWE Paramount has made available to EDR Skydance or EDRSkydance’s Representatives accurate and complete copies of the certificate of incorporation and incorporation, articles of organization, bylaws or operating agreement, as applicable, of WWEeach of Paramount, New PubCo Paramount and ▇▇▇▇▇▇ each Merger Sub, including all amendments thereto, as in effect on the date of this Agreement. None of WWEParamount, New PubCo, Paramount or any Merger Sub is in violation of any provision of their respective certificate of incorporation or bylawsits organizational documents, except for violations that would not, individually or in the aggregate, have or reasonably be expected to have a WWE Paramount Material Adverse Effect or be expected to prevent or materially delay impair the ability of WWEParamount, New PubCo Paramount or any Merger Sub to consummate the Merger Mergers by the End Date. (e) Section 3.1(e) of the Paramount Disclosure Letter sets forth, as of the date of this Agreement, any Person (other than a Subsidiary of Paramount) in which Paramount or any of its Subsidiaries holds capital stock or other equity interests (x) representing at least 20% of the outstanding equity of such Person and (y) involved annual revenue in excess of $50,000,000 in the fiscal year ended December 31, 2023 for which Paramount and its Subsidiaries have made or are committed to make capital contributions in excess of $50,000,000 in the aggregate (each such person, a “Paramount Material Joint Venture”).

Due Organization; Subsidiaries. (a) WWE The Company has been duly incorporated and is validly existing as a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (“Delaware Law”) and has all necessary Nevada, with full corporate power and authority to (i) conduct its business in the manner in which its business is currently being conducted, (ii) own and use its assets in the manner in which its assets are currently owned and used and (iii) perform its obligations under all Contracts by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to have a WWE Material Adverse Effect. WWE is qualified or licensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed, or in good standing would not, individually or in the aggregate, reasonably be expected to have a WWE Material Adverse Effect. (b) WWE does not own any capital stock of, any other equity-linked or similar interest in, any equity interest of any nature or any interest convertible into or exchangeable or exercisable for any equity-linked or similar interest in, any Entity other than WWE Subsidiaries. WWE has not agreed and is not obligated to make, and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. (c) Section 3.1(c) of the WWE Disclosure Letter identifies each Subsidiary of WWE (each, a “WWE Subsidiary,” and collectively, the “WWE Subsidiaries”) and indicates its jurisdiction of organization. Each WWE Subsidiary is a corporation or other business entity duly incorporated or organized (as applicable), validly existing, and in good standing (to the extent a concept of “good standing” is applicable) under the Laws of its jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to own, lease, or operate, as appropriate, the assets and properties that it purports to own, lease, and operate its properties and to carry on conduct its business as now conducteddisclosed in the SEC Reports. Except as disclosed in the SEC Reports, the Company owns all of the issued and outstanding membership interests or capital stock of each of the Subsidiaries, and, other than the membership interests or capital stock of the Subsidiaries, the Company does not own, directly or indirectly, any shares of stock or any other equity interests or long-term debt securities of any corporation, firm, partnership, joint venture, association or other entity. Complete and correct copies of the charters and the bylaws or similar governing documents of the Company have been filed with the Commission on ▇▇▇▇▇, and no changes therein will be made on or after the date hereof through and including the Initial Closing. Each Subsidiary has been duly organized and is qualified validly existing as a corporation, limited liability company, or other entity in good standing under the laws of the jurisdiction of its organization, with full corporate, limited liability company, or other similar power and authority to do own, lease, and operate its properties and to conduct its business in each jurisdiction where such qualification is necessary, except, in each case, where any failure thereof would not, individually or as disclosed in the aggregate, reasonably be expected to have a WWE Material Adverse EffectSEC Reports. All of the outstanding shares of capital stock or voting securities of, or other equity membership interests in, of each WWE Subsidiary of the Subsidiaries have been duly authorized, authorized and validly issued, are fully paidpaid and non-assessable, nonassessablehave been issued in compliance with all applicable securities laws, were not issued in violation of any preemptive right, resale right, right of first refusal, or similar right and are owned by WWEthe Company or another Subsidiary subject to no security interest, by another WWE Subsidiaryother encumbrance, or by WWE adverse claims, and another WWE Subsidiaryno options, free and clear of all Encumbrances warrants or other than restrictions imposed by applicable securities laws or the organizational documents of any such Subsidiary or any Permitted Encumbrances. (d) WWE has made available rights to EDR or EDR’s Representatives accurate and complete copies of the certificate of incorporation and bylaws of WWEpurchase, New PubCo and ▇▇▇▇▇▇ Sub, including all amendments thereto, as in effect on the date of this Agreement. None of WWE, New PubCoagreements, or Merger Sub is in violation other obligations to issue or other rights to convert any obligation into shares of any provision of their respective certificate of incorporation capital stock or bylaws, except for violations that would not, individually or ownership interests in the aggregate, reasonably be expected to have a WWE Material Adverse Effect or be expected to prevent or materially delay the ability of WWE, New PubCo or Merger Sub to consummate the Merger by the End DateSubsidiaries are outstanding.

Due Organization; Subsidiaries. (a) WWE Each of Parent and Merger Sub is a corporation duly organizedincorporated, validly existing, existing and in good standing under the laws Laws of the State of Delaware (“Delaware Law”) Delaware, and has all necessary corporate power and authority to authority: (i) to conduct its business in the manner in which its business is currently being conducted, ; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used used; and (iii) to perform its obligations under all Contracts by which it is bound, except as would not, individually or in where the aggregate, reasonably be expected failure to have such power or authority would not have a WWE Parent Material Adverse Effect. WWE . (b) Parent is duly licensed and qualified or licensed to do business as a foreign Entity, and is in good standingstanding (to the extent applicable in such jurisdiction), in each jurisdiction under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified would not have a Parent Material Adverse Effect. (c) Each of Parent’s Subsidiaries is identified in Section 4.2(c) of the Parent Disclosure Schedule; and neither Parent nor any of the entities identified in Section 4.2(c) of the Parent Disclosure Schedule owns any capital stock of, or licensingany equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other entity other than the entities identified in Section 4.2(c) of the Parent Disclosure Schedule. (d) Each of Parent’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to be so qualified, licensed, have such power or in good standing authority would not, individually or in the aggregate, reasonably be expected to not have a WWE Parent Material Adverse Effect. (be) WWE does not own Neither Parent nor any capital stock ofof its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any other equity-linked partnership, joint venture or similar interest in, business entity. Neither Parent nor any equity interest of any nature its Subsidiaries has agreed or any interest convertible into or exchangeable or exercisable for any equity-linked or similar interest in, any Entity other than WWE Subsidiaries. WWE has not agreed and is not obligated to make, and make or is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entityentity. Neither Parent nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other entity. (cf) Section 3.1(c) All of the WWE Disclosure Letter identifies each Subsidiary of WWE (each, a “WWE Subsidiary,” and collectively, the “WWE Subsidiaries”) and indicates its jurisdiction of organization. Each WWE Subsidiary is a corporation or other business entity duly incorporated or organized (as applicable), validly existing, and in good standing (to the extent a concept of “good standing” is applicable) under the Laws of its jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to own, lease, or operate, as appropriate, the assets and properties that it purports to own, lease, and operate and to carry on its business as now conducted, and is qualified to do business in each jurisdiction where such qualification is necessary, except, in each case, where any failure thereof would not, individually or in the aggregate, reasonably be expected to have a WWE Material Adverse Effect. All outstanding shares of capital stock or voting securities of, or other equivalent equity interests in, of each WWE Subsidiary have been duly authorized, validly issued, fully paid, nonassessable, and of Parent are owned by WWEof record and beneficially, directly or indirectly, by another WWE Subsidiary, or by WWE and another WWE Subsidiary, Parent free and clear of all Encumbrances material liens, pledges, security interests or other than restrictions imposed by applicable securities laws or the organizational documents of any such Subsidiary or any Permitted Encumbrancesencumbrances. (d) WWE has made available to EDR or EDR’s Representatives accurate and complete copies of the certificate of incorporation and bylaws of WWE, New PubCo and ▇▇▇▇▇▇ Sub, including all amendments thereto, as in effect on the date of this Agreement. None of WWE, New PubCo, or Merger Sub is in violation of any provision of their respective certificate of incorporation or bylaws, except for violations that would not, individually or in the aggregate, reasonably be expected to have a WWE Material Adverse Effect or be expected to prevent or materially delay the ability of WWE, New PubCo or Merger Sub to consummate the Merger by the End Date.

Due Organization; Subsidiaries. (a) WWE The Company is a corporation duly organizedincorporated, validly existing, existing and in good standing under the laws Laws of the State of Delaware (“Delaware Law”) Delaware, and has all necessary corporate power and authority to authority: (i) to conduct its business in the manner in which its business is currently being conducted, ; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used used; and (iii) to perform its obligations under all Contracts by which it is bound, except as would not, individually or in where the aggregate, reasonably be expected failure to have such power or authority would not have a WWE Company Material Adverse Effect. WWE . (b) The Company is duly licensed and qualified or licensed to do business as a foreign Entity, and is in good standingstanding (to the extent applicable in such jurisdiction), in each jurisdiction under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified would not have a Company Material Adverse Effect. (c) Each of the Company’s Subsidiaries is identified in Section 3.2(c) of the Company Disclosure Schedule; and neither the Company nor any of the entities identified in Section 3.2(c) of the Company Disclosure Schedule owns any capital stock of, or licensingany equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other entity other than the entities identified in Section 3.2(c) of the Company Disclosure Schedule. (d) Each of the Company’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to be so qualified, licensed, have such power or in good standing authority would not, individually or in the aggregate, reasonably be expected to not have a WWE Company Material Adverse Effect. (be) WWE does not own Neither the Company nor any capital stock ofof its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any other equity-linked partnership, joint venture or similar interest in, business entity. Neither the Company nor any equity interest of any nature its Subsidiaries has agreed or any interest convertible into or exchangeable or exercisable for any equity-linked or similar interest in, any Entity other than WWE Subsidiaries. WWE has not agreed and is not obligated to make, and make or is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entityentity. Neither the Company nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other entity. (cf) Section 3.1(c) All of the WWE Disclosure Letter identifies each Subsidiary of WWE (each, a “WWE Subsidiary,” and collectively, the “WWE Subsidiaries”) and indicates its jurisdiction of organization. Each WWE Subsidiary is a corporation or other business entity duly incorporated or organized (as applicable), validly existing, and in good standing (to the extent a concept of “good standing” is applicable) under the Laws of its jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to own, lease, or operate, as appropriate, the assets and properties that it purports to own, lease, and operate and to carry on its business as now conducted, and is qualified to do business in each jurisdiction where such qualification is necessary, except, in each case, where any failure thereof would not, individually or in the aggregate, reasonably be expected to have a WWE Material Adverse Effect. All outstanding shares of capital stock or voting securities of, or other equivalent equity interests in, of each WWE Subsidiary have been duly authorized, validly issued, fully paid, nonassessable, and of the Company are owned by WWEof record and beneficially, directly or indirectly, by another WWE Subsidiary, or by WWE and another WWE Subsidiary, the Company free and clear of all Encumbrances material liens, pledges, security interests or other than restrictions imposed by applicable securities laws or the organizational documents of any such Subsidiary or any Permitted Encumbrancesencumbrances. (d) WWE has made available to EDR or EDR’s Representatives accurate and complete copies of the certificate of incorporation and bylaws of WWE, New PubCo and ▇▇▇▇▇▇ Sub, including all amendments thereto, as in effect on the date of this Agreement. None of WWE, New PubCo, or Merger Sub is in violation of any provision of their respective certificate of incorporation or bylaws, except for violations that would not, individually or in the aggregate, reasonably be expected to have a WWE Material Adverse Effect or be expected to prevent or materially delay the ability of WWE, New PubCo or Merger Sub to consummate the Merger by the End Date.

Due Organization; Subsidiaries. (a) WWE Each of Nautilus and Merger Sub is a corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the State of Delaware (“Delaware Law”) and has all necessary corporate power and authority to authority: (i) to conduct its business in the manner in which its business is currently being conducted, ; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used used; and (iii) to perform its obligations under all Contracts by which it is bound. Since the date of its incorporation, except Merger Sub has not engaged in any activities other than in connection with or as would not, individually or in the aggregate, reasonably be expected to have a WWE Material Adverse Effect. WWE contemplated by this Agreement. (b) Nautilus is duly licensed and qualified or licensed to do business as a foreign Entitybusiness, and is in good standingstanding (to the extent applicable in such jurisdiction), in each jurisdiction under the laws of all jurisdictions where the nature of its business requires such licensing or qualification or licensing, except other than in jurisdictions where the failure to be so qualified, licensed, or in good standing would not, qualified individually or in the aggregate, aggregate would not be reasonably be expected to have a WWE Nautilus Material Adverse Effect. (bc) WWE Nautilus has no Subsidiaries except for Merger Sub and Nautilus does not own any capital stock of, any other equity-linked or similar interest in, any equity ownership or profit sharing interest of any nature or any interest convertible into or exchangeable or exercisable for any equity-linked or similar interest in, or control directly or indirectly, any other Entity other than WWE SubsidiariesMerger Sub. WWE Nautilus is not and has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Nautilus has not agreed and is not obligated to make, and nor is not Nautilus bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. (c) Section 3.1(c) . Nautilus has not, at any time, been a general partner of, and has not otherwise been liable for any of the WWE Disclosure Letter identifies each Subsidiary of WWE (each, a “WWE Subsidiary,” and collectively, the “WWE Subsidiaries”) and indicates its jurisdiction of organization. Each WWE Subsidiary is a corporation debts or other business entity duly incorporated or organized (as applicable)obligations of, validly existingany general partnership, and in good standing (to the extent a concept of “good standing” is applicable) under the Laws of its jurisdiction of incorporation or organization and has full corporate limited partnership or other organizational power and authority required to own, lease, or operate, as appropriate, the assets and properties that it purports to own, lease, and operate and to carry on its business as now conducted, and is qualified to do business in each jurisdiction where such qualification is necessary, except, in each case, where any failure thereof would not, individually or in the aggregate, reasonably be expected to have a WWE Material Adverse Effect. All outstanding shares of capital stock or voting securities of, or other equity interests in, each WWE Subsidiary have been duly authorized, validly issued, fully paid, nonassessable, and are owned by WWE, by another WWE Subsidiary, or by WWE and another WWE Subsidiary, free and clear of all Encumbrances other than restrictions imposed by applicable securities laws or the organizational documents of any such Subsidiary or any Permitted EncumbrancesEntity. (d) WWE has made available to EDR or EDR’s Representatives accurate and complete copies of the certificate of incorporation and bylaws of WWE, New PubCo and ▇▇▇▇▇▇ Sub, including all amendments thereto, as in effect on the date of this Agreement. None of WWE, New PubCo, or Merger Sub is in violation of any provision of their respective certificate of incorporation or bylaws, except for violations that would not, individually or in the aggregate, reasonably be expected to have a WWE Material Adverse Effect or be expected to prevent or materially delay the ability of WWE, New PubCo or Merger Sub to consummate the Merger by the End Date.

Due Organization; Subsidiaries. (a) WWE Each of Parent and its Subsidiaries (including Merger Subs) is a corporation or limited liability company duly organizedincorporated or formed, validly existing, existing and in good standing under the laws Laws of the State jurisdiction of Delaware (“Delaware Law”) its incorporation or organization and has all necessary corporate power and authority to authority: (i) to conduct its business in the manner in which its business is currently being conducted, (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used and (iii) to perform its obligations under all Contracts by which it is bound. Since the date of their formation, except Merger Subs have not engaged in any activities other than in connection with or as would not, individually or in the aggregate, reasonably be expected to have a WWE Material Adverse Effectcontemplated by this Agreement. WWE All of Parent’s Subsidiaries are wholly owned by Parent. (b) Each of Parent and its Subsidiaries is licensed and qualified or licensed to do business as a foreign Entitybusiness, and is in good standingstanding (to the extent applicable in such jurisdiction), in each jurisdiction under the Laws of all jurisdictions where the nature of its business in the manner in which its business is currently being conducted requires such licensing or qualification or licensing, except other than in jurisdictions where the failure to be so qualified, licensed, or in good standing would not, qualified individually or in the aggregate, aggregate would not be reasonably be expected to have a WWE Parent Material Adverse Effect. (bc) WWE Except as set forth on Section 4.1(c) of the Parent Disclosure Schedule, Parent has no Subsidiaries other than Merger Subs and Parent does not own any capital stock of, any other equity-linked or similar interest in, any equity ownership or profit sharing interest of any nature or any interest convertible into or exchangeable or exercisable for any equity-linked or similar interest in, or control directly or indirectly, any other Entity other than WWE SubsidiariesMerger Subs. WWE Parent is not and has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Parent has not agreed and is not obligated to make, and nor is not Parent bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. (c) Section 3.1(c) . Parent has not, at any time, been a general partner of, and has not otherwise been liable for any of the WWE Disclosure Letter identifies each Subsidiary of WWE (each, a “WWE Subsidiary,” and collectively, the “WWE Subsidiaries”) and indicates its jurisdiction of organization. Each WWE Subsidiary is a corporation debts or other business entity duly incorporated or organized (as applicable)obligations of, validly existingany general partnership, and in good standing (to the extent a concept of “good standing” is applicable) under the Laws of its jurisdiction of incorporation or organization and has full corporate limited partnership or other organizational power and authority required to own, lease, or operate, as appropriate, the assets and properties that it purports to own, lease, and operate and to carry on its business as now conducted, and is qualified to do business in each jurisdiction where such qualification is necessary, except, in each case, where any failure thereof would not, individually or in the aggregate, reasonably be expected to have a WWE Material Adverse Effect. All outstanding shares of capital stock or voting securities of, or other equity interests in, each WWE Subsidiary have been duly authorized, validly issued, fully paid, nonassessable, and are owned by WWE, by another WWE Subsidiary, or by WWE and another WWE Subsidiary, free and clear of all Encumbrances other than restrictions imposed by applicable securities laws or the organizational documents of any such Subsidiary or any Permitted EncumbrancesEntity. (d) WWE has made available to EDR or EDR’s Representatives accurate and complete copies of the certificate of incorporation and bylaws of WWE, New PubCo and ▇▇▇▇▇▇ Sub, including all amendments thereto, as in effect on the date of this Agreement. None of WWE, New PubCo, or Merger Sub is in violation of any provision of their respective certificate of incorporation or bylaws, except for violations that would not, individually or in the aggregate, reasonably be expected to have a WWE Material Adverse Effect or be expected to prevent or materially delay the ability of WWE, New PubCo or Merger Sub to consummate the Merger by the End Date.

Due Organization; Subsidiaries. (a) WWE Arq is a corporation company incorporated under the laws of Jersey, is validly existing and in good standing under the Laws of Jersey and each of its Subsidiaries is a corporation, limited liability company or other legal entity duly organized, validly existing, and in good standing under the laws Laws of the State its jurisdiction of Delaware (“Delaware Law”) organization. Each of Arq and its Subsidiaries has all necessary power and authority to authority: (i) to conduct its business in the manner in which its business is currently being conducted, ; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used used; and (iii) to perform its obligations under all Contracts by which it is bound. There is no pending or, except as would notto the Knowledge of Arq, individually threatened in writing proceeding for the dissolution, liquidation or in the aggregate, reasonably be expected to have a WWE Material Adverse Effect. WWE insolvency of Arq. (b) Arq and each of its Subsidiaries is duly licensed and qualified or licensed to do business as a foreign Entitybusiness, and is in good standingstanding (to the extent applicable in such jurisdiction), in each jurisdiction under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification or licensing, except other than in jurisdictions where the failure to be so qualified, licensed, or in good standing would not, qualified individually or in the aggregate, aggregate would not be reasonably be expected to have a WWE an Arq Material Adverse Effect. (bc) WWE does not own any capital stock of, any other equity-linked Section 3.1(c) of the Arq Disclosure Schedule sets forth a complete and accurate list of (i) each Subsidiary of Arq and (ii) each equity or similar interest in, any equity interest of any nature or any interest convertible into or exchangeable or exercisable for for, any equity-linked equity or similar interest in, any Entity owned directly or indirectly by Arq. Other than as set forth in Section 3.1(c) of the Arq Disclosure Schedule, neither Arq nor any of its Subsidiaries is a party to, member of or participant in any partnership, joint venture or similar business entity or hold any equity or economic interest in any Person other than WWE Subsidiariesthose Persons set forth in Section 3.1(c) of the Arq Disclosure Schedule. WWE Neither Arq nor any of its Subsidiaries has not agreed and or is not obligated to make, and or is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. (c) Section 3.1(c) of the WWE Disclosure Letter identifies each Subsidiary of WWE (each, a “WWE Subsidiary,” and collectively, the “WWE Subsidiaries”) and indicates its jurisdiction of organization. Each WWE Subsidiary is a corporation or other business entity duly incorporated or organized (as applicable), validly existing, and in good standing (to the extent a concept of “good standing” is applicable) under the Laws Neither Arq nor any of its jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to own, lease, or operate, as appropriate, the assets and properties that it purports to own, lease, and operate and to carry on its business as now conducted, and is qualified to do business in each jurisdiction where such qualification is necessary, exceptSubsidiaries has, in each casethe past five (5) years, where any failure thereof would not, individually or in the aggregate, reasonably be expected to have been a WWE Material Adverse Effect. All outstanding shares of capital stock or voting securities general partner of, or other equity interests in, each WWE Subsidiary have has otherwise been duly authorized, validly issued, fully paid, nonassessable, and are owned by WWE, by another WWE Subsidiary, or by WWE and another WWE Subsidiary, free and clear of all Encumbrances other than restrictions imposed by applicable securities laws or the organizational documents of liable for any such Subsidiary or any Permitted Encumbrances. (d) WWE has made available to EDR or EDR’s Representatives accurate and complete copies of the certificate of incorporation and bylaws of WWEdebts or other obligations of, New PubCo and ▇▇▇▇▇▇ Subany general partnership, including all amendments thereto, as in effect on the date of this Agreement. None of WWE, New PubCo, limited partnership or Merger Sub is in violation of any provision of their respective certificate of incorporation or bylaws, except for violations that would not, individually or in the aggregate, reasonably be expected to have a WWE Material Adverse Effect or be expected to prevent or materially delay the ability of WWE, New PubCo or Merger Sub to consummate the Merger by the End Dateother Entity.

Due Organization; Subsidiaries. (a) WWE The Company has been duly incorporated and is validly existing as a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (“Delaware Law”) and has all necessary Delaware, with full corporate power and authority to (i) own, lease and operate its properties and conduct its business as described in the manner SEC Reports. The Company owns all of the issued and outstanding membership interests or capital stock of each of the Subsidiaries, and other than the membership interests or capital stock of the Subsidiaries, the Company does not own, directly or indirectly, any shares of stock or any other equity interests or long-term debt securities of any corporation, firm, partnership, joint venture, association or other entity. Complete and correct copies of the charters and the bylaws or similar governing documents of the Company have been filed with the Commission on ▇▇▇▇▇, and no changes therein will be made on or after the date hereof through and including the Closing. Each Subsidiary has been duly incorporated and is validly existing as a corporation in which good standing under the laws of the jurisdiction of its incorporation, with full limited liability company or corporate power and authority to own, lease and operate its properties and to conduct its business is currently being conducted, (ii) own and use its assets as described in the manner in which its assets are currently owned and used and (iii) perform its obligations under all Contracts by which it SEC Reports. Each Subsidiary is bound, except as would not, individually or in the aggregate, reasonably be expected to have a WWE Material Adverse Effect. WWE is duly qualified or licensed to do business as a foreign Entity, limited liability company or corporation and is in good standing, standing in each jurisdiction where the nature ownership or leasing of its properties or the conduct of its business requires such qualification or licensingqualification, except where the failure to be so qualified, licensed, or qualified and in good standing would not, individually or in the aggregate, reasonably be expected to have a WWE Material Adverse Effect. (b) WWE does not own any capital stock of, any other equity-linked or similar interest in, any equity interest of any nature or any interest convertible into or exchangeable or exercisable for any equity-linked or similar interest in, any Entity other than WWE Subsidiaries. WWE has not agreed and is not obligated to make, and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. (c) Section 3.1(c) of the WWE Disclosure Letter identifies each Subsidiary of WWE (each, a “WWE Subsidiary,” and collectively, the “WWE Subsidiaries”) and indicates its jurisdiction of organization. Each WWE Subsidiary is a corporation or other business entity duly incorporated or organized (as applicable), validly existing, and in good standing (to the extent a concept of “good standing” is applicable) under the Laws of its jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to own, lease, or operate, as appropriate, the assets and properties that it purports to own, lease, and operate and to carry on its business as now conducted, and is qualified to do business in each jurisdiction where such qualification is necessary, except, in each case, where any failure thereof would not, individually or in the aggregate, reasonably be expected to have a WWE Material Adverse Effect. All of the outstanding membership interests or shares of capital stock of each of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable, have been issued in compliance with all applicable securities laws, were not issued in violation of any preemptive right, resale right, right of first refusal or similar right and are owned by the Company subject to no security interest, other encumbrance or adverse claims, and no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligation into shares of capital stock or voting securities of, or other equity ownership interests in, each WWE Subsidiary have been duly authorized, validly issued, fully paid, nonassessable, and are owned by WWE, by another WWE Subsidiary, or by WWE and another WWE Subsidiary, free and clear of all Encumbrances other than restrictions imposed by applicable securities laws or the organizational documents of any such Subsidiary or any Permitted Encumbrances. (d) WWE has made available to EDR or EDR’s Representatives accurate and complete copies of the certificate of incorporation and bylaws of WWE, New PubCo and ▇▇▇▇▇▇ Sub, including all amendments thereto, as in effect on the date of this Agreement. None of WWE, New PubCo, or Merger Sub is in violation of any provision of their respective certificate of incorporation or bylaws, except for violations that would not, individually or in the aggregate, reasonably be expected to have a WWE Material Adverse Effect or be expected to prevent or materially delay the ability of WWE, New PubCo or Merger Sub to consummate the Merger by the End DateSubsidiaries are outstanding.

Due Organization; Subsidiaries. (a) WWE Skydance is a corporation limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware California (“Delaware California Law”) and has all necessary power and authority to (i) conduct its business in the manner in which its business is currently being conducted, (ii) own and use its assets in the manner in which its assets are currently owned and used and (iii) perform its obligations under all Contracts by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to have a WWE Skydance Material Adverse Effect. WWE . (b) Skydance is qualified or licensed to do business as a foreign Entity, and is in good standing (to the extent a concept of “good standing” is recognized), in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed, or in good standing would not, individually or in the aggregate, reasonably be expected to have a WWE Skydance Material Adverse Effect. (b) WWE does not own any capital stock of, any other equity-linked or similar interest in, any equity interest of any nature or any interest convertible into or exchangeable or exercisable for any equity-linked or similar interest in, any Entity other than WWE Subsidiaries. WWE has not agreed and is not obligated to make, and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. (c) Section 3.1(c4.1(c) of the WWE Skydance Disclosure Letter identifies each Subsidiary of WWE Skydance (each, a “WWE Skydance Subsidiary,” ”, and collectively, the “WWE Skydance Subsidiaries”) and indicates its jurisdiction of organization. Each WWE Skydance Subsidiary is a corporation or other business entity Entity duly incorporated or organized (as applicable), validly existing, and in good standing (to the extent a concept of “good standing” is applicablerecognized) under the Laws laws of its jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to own, lease, or operate, as appropriate, the assets and properties that it purports to own, lease, and operate and to carry on its business as now conducted, and is qualified to do business in each jurisdiction where such qualification is necessary, except, in each case, where any failure thereof would not, individually or in the aggregate, reasonably be expected to have a WWE Skydance Material Adverse Effect. All outstanding shares of capital stock or voting securities of, or other equity interests in, each WWE Subsidiary Skydance Subsidiary, which are held, directly or indirectly, by Skydance, have been duly authorized, validly issued, fully paid, nonassessable, and are owned by WWESkydance, by another WWE Skydance Subsidiary, or by WWE Skydance and another WWE Skydance Subsidiary, free and clear of all Encumbrances other than restrictions imposed by applicable securities laws or the organizational documents of any such Subsidiary or any Permitted Encumbrances. (d) WWE Skydance has made available to EDR Paramount or EDRParamount’s Representatives accurate and complete copies of the certificate articles of incorporation organization, operating agreement and bylaws other organizational documents of WWE, New PubCo Skydance and ▇▇▇▇▇▇ Subeach of the Skydance Subsidiaries, including all amendments thereto, as in effect on the date of this Agreement. None of WWE, New PubCo, Skydance or Merger Sub the Skydance Subsidiaries is in violation of any provision of their respective certificate its articles of incorporation or bylawsorganization, operating agreement and other organizational documents, except for violations that would not, individually or in the aggregate, have or reasonably be expected to have a WWE Skydance Material Adverse Effect or be expected to prevent or materially delay impair the ability of WWE, New PubCo or Merger Sub Skydance to consummate the Skydance Merger by or the End Dateother Transactions to which it is party. (e) Section 4.1(e) of the Skydance Disclosure Letter sets forth, as of the date of this Agreement, any Person (other than a Subsidiary of Skydance) in which Skydance or any of its Subsidiaries holds capital stock or other equity interests (x) representing at least 20% of the outstanding equity of such Person and (y) involved annual revenue in excess of $50,000,000 in the fiscal year ended December 31, 2023 for which Skydance and the Skydance Subsidiaries have made or are committed to make capital contributions in excess of $25,000,000 in the aggregate (each such person, a “Skydance Material Joint Venture”).

Due Organization; Subsidiaries. (a) WWE The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (“Delaware Law”) Law and has all necessary power and authority to (i) conduct its business in the manner in which its business is currently being conducted, conducted and (ii) own own, lease and use operate its assets and properties in the manner in which its assets and properties are currently owned and used and (iii) perform its obligations under all Contracts by which it used. The Company is boundduly qualified, except as would notregistered, individually licensed or in the aggregate, reasonably be expected to have a WWE Material Adverse Effect. WWE is qualified or licensed otherwise authorized to do business as a foreign Entitybusiness, and is in good standing, in each jurisdiction where the nature of its business requires such qualification qualification, registration, licensing or licensingother authorization and has all the authorizations required to own, lease and operate its properties and assets, except where the failure to be so qualified, licensedregistered, licensed or otherwise authorized to do business, or be in good standing would not, individually or in the aggregate, reasonably be expected to have a WWE Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company to consummate the Merger by the End Date. (b) WWE The Company does not own any capital stock of, any other equity interest of, or any equity interest of any nature in any other equity-linked or similar interest in, any equity interest of any nature or any interest convertible into or exchangeable or exercisable for any equity, equity-linked or similar interest in, in any other Entity other than WWE the Company Subsidiaries. WWE The Company has not agreed and is not obligated to make, and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. (c) Section 3.1(c) of the WWE Company Disclosure Letter Schedule identifies each Subsidiary of WWE the Company (each, a “WWE Company Subsidiary,” and collectively, the “WWE Company Subsidiaries”) and indicates its jurisdiction of organization. Each WWE Company Subsidiary is a corporation or other business entity duly incorporated incorporated, formed or organized (as applicable), validly existing, and in good standing (to the extent a concept of “good standing” is applicable) under the Laws of its jurisdiction of incorporation incorporation, formation or organization and has full corporate or other organizational power and authority required to own, lease, or operate, as appropriate, the assets and properties that it purports to own, lease, and operate and to carry on its business as now conducted, and is qualified to do business in each jurisdiction where such qualification is necessary, except, in each case, where any failure thereof would not, individually or in the aggregate, reasonably be expected to have a WWE Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company to consummate the Merger by the End Date. All outstanding shares of capital stock or voting securities of, or other equity interests in, each WWE Company Subsidiary have been duly authorized, validly issued, fully paid, nonassessable, issued and are fully paid and nonassessable and owned by WWEthe Company, by another WWE Company Subsidiary, or by WWE the Company and another WWE Company Subsidiary, free and clear of all Encumbrances other than restrictions imposed by applicable securities laws Securities Laws or the organizational documents of any such Subsidiary or any Permitted EncumbrancesSubsidiary. (d) WWE has made available to EDR or EDR’s Representatives accurate and complete copies of the certificate of incorporation and bylaws of WWE, New PubCo and ▇▇▇▇▇▇ Sub, including all amendments thereto, as in effect on the date of this Agreement. None of WWE, New PubCo, or Merger Sub is in violation of any provision of their respective certificate of incorporation or bylaws, except for violations that would not, individually or in the aggregate, reasonably be expected to have a WWE Material Adverse Effect or be expected to prevent or materially delay the ability of WWE, New PubCo or Merger Sub to consummate the Merger by the End Date.

Due Organization; Subsidiaries. (a) WWE Each of Insight and each of its Subsidiaries, other than Merger Subs, is a corporation or other legal entity duly incorporated or otherwise organized, validly existingexisting and, and to the extent such concept is applicable, in good standing under the laws Laws of the State jurisdiction of Delaware (“Delaware Law”) its incorporation or organization and has all necessary corporate or similar power and authority to authority: (i) to conduct its business in the manner in which its business is currently being conducted, (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used and (iii) to perform its obligations under all Contracts by which it is bound, except except, solely with respect to Insight’s Subsidiaries, as would not, individually or in the aggregate, reasonably be expected to have a WWE an Insight Material Adverse Effect. (b) Each of Merger Sub I and Merger Sub II is an exempted company duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands. WWE Each of Merger Sub I and Merger Sub II was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement. (c) Insight is licensed and qualified or licensed to do business as a foreign Entity, and is in good standingstanding (to the extent applicable in such jurisdiction), in each jurisdiction under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification or licensing, except other than in jurisdictions where the failure to be so qualified, licensed, or in good standing would not, qualified individually or in the aggregate, aggregate would not be reasonably be expected to have a WWE an Insight Material Adverse Effect. (bd) WWE Except as set forth on Section 4.1(d) of the Insight Disclosure Schedule, Insight has no Subsidiaries other than Merger Subs and Insight does not own any shares of capital stock of, any other equity-linked or similar interest in, any equity ownership or profit-sharing interest of any nature or any interest convertible into or exchangeable or exercisable for any equity-linked or similar interest in, or control directly or indirectly, any other Entity other than WWE SubsidiariesMerger Subs. WWE Insight is not and has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Insight has not agreed and is not obligated to make, and nor is not Insight bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. (c) Section 3.1(c) . Insight has not, at any time, been a general partner of, and has not otherwise been liable for any of the WWE Disclosure Letter identifies each Subsidiary of WWE (each, a “WWE Subsidiary,” and collectively, the “WWE Subsidiaries”) and indicates its jurisdiction of organization. Each WWE Subsidiary is a corporation debts or other business entity duly incorporated or organized (as applicable)obligations of, validly existingany general partnership, and in good standing (to the extent a concept of “good standing” is applicable) under the Laws of its jurisdiction of incorporation or organization and has full corporate limited partnership or other organizational power and authority required to own, lease, or operate, as appropriate, the assets and properties that it purports to own, lease, and operate and to carry on its business as now conducted, and is qualified to do business in each jurisdiction where such qualification is necessary, except, in each case, where any failure thereof would not, individually or in the aggregate, reasonably be expected to have a WWE Material Adverse Effect. All outstanding shares of capital stock or voting securities of, or other equity interests in, each WWE Subsidiary have been duly authorized, validly issued, fully paid, nonassessable, and are owned by WWE, by another WWE Subsidiary, or by WWE and another WWE Subsidiary, free and clear of all Encumbrances other than restrictions imposed by applicable securities laws or the organizational documents of any such Subsidiary or any Permitted EncumbrancesEntity. (d) WWE has made available to EDR or EDR’s Representatives accurate and complete copies of the certificate of incorporation and bylaws of WWE, New PubCo and ▇▇▇▇▇▇ Sub, including all amendments thereto, as in effect on the date of this Agreement. None of WWE, New PubCo, or Merger Sub is in violation of any provision of their respective certificate of incorporation or bylaws, except for violations that would not, individually or in the aggregate, reasonably be expected to have a WWE Material Adverse Effect or be expected to prevent or materially delay the ability of WWE, New PubCo or Merger Sub to consummate the Merger by the End Date.

Due Organization; Subsidiaries. (a) WWE Each of Zordich and its Subsidiaries (including Merger Sub) is a corporation or other legal entity duly incorporated or otherwise organized, validly existing, existing and in good standing under the laws Laws of the State jurisdiction of Delaware (“Delaware Law”) its incorporation or organization and has all necessary power and authority to authority: (i) to conduct its business in the manner in which its business is currently being conducted, (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used and (iii) to perform its obligations under all Contracts by which it is bound. Since the date of its incorporation, except Merger Sub has not engaged in any activities other than in connection with or as would not, individually or in the aggregate, reasonably be expected to have a WWE Material Adverse Effectcontemplated by this Agreement. WWE All of Zordich’s Subsidiaries are wholly owned by Zordich. (b) Each of Zordich and its Subsidiaries is licensed and qualified or licensed to do business as a foreign Entitybusiness, and is in good standingstanding (to the extent applicable in such jurisdiction), in each jurisdiction under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification or licensing, except other than in jurisdictions where the failure to be so qualified, licensed, or in good standing would not, qualified individually or in the aggregate, aggregate would not be reasonably be expected to have a WWE Zordich Material Adverse Effect. (bc) WWE Except as set forth on Section 4.1(c) of the Zordich Disclosure Schedule, Zordich has no Subsidiaries other than Merger Sub and Zordich does not own any capital stock of, any other equity-linked or similar interest in, any equity ownership or profit sharing interest of any nature or any interest convertible into or exchangeable or exercisable for any equity-linked or similar interest in, or control directly or indirectly, any other Entity other than WWE SubsidiariesMerger Sub. WWE Zordich is not and has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Zordich has not agreed and is not obligated to make, and nor is not Zordich bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. (c) Section 3.1(c) . Zordich has not, at any time, been a general partner of, and has not otherwise been liable for any of the WWE Disclosure Letter identifies each Subsidiary of WWE (each, a “WWE Subsidiary,” and collectively, the “WWE Subsidiaries”) and indicates its jurisdiction of organization. Each WWE Subsidiary is a corporation debts or other business entity duly incorporated or organized (as applicable)obligations of, validly existingany general partnership, and in good standing (to the extent a concept of “good standing” is applicable) under the Laws of its jurisdiction of incorporation or organization and has full corporate limited partnership or other organizational power and authority required to own, lease, or operate, as appropriate, the assets and properties that it purports to own, lease, and operate and to carry on its business as now conducted, and is qualified to do business in each jurisdiction where such qualification is necessary, except, in each case, where any failure thereof would not, individually or in the aggregate, reasonably be expected to have a WWE Material Adverse Effect. All outstanding shares of capital stock or voting securities of, or other equity interests in, each WWE Subsidiary have been duly authorized, validly issued, fully paid, nonassessable, and are owned by WWE, by another WWE Subsidiary, or by WWE and another WWE Subsidiary, free and clear of all Encumbrances other than restrictions imposed by applicable securities laws or the organizational documents of any such Subsidiary or any Permitted EncumbrancesEntity. (d) WWE has made available to EDR or EDR’s Representatives accurate and complete copies of the certificate of incorporation and bylaws of WWE, New PubCo and ▇▇▇▇▇▇ Sub, including all amendments thereto, as in effect on the date of this Agreement. None of WWE, New PubCo, or Merger Sub is in violation of any provision of their respective certificate of incorporation or bylaws, except for violations that would not, individually or in the aggregate, reasonably be expected to have a WWE Material Adverse Effect or be expected to prevent or materially delay the ability of WWE, New PubCo or Merger Sub to consummate the Merger by the End Date.