Common use of Subsidiaries; Capitalization Clause in Contracts

Subsidiaries; Capitalization. (a) The Company does not own or control, directly or indirectly, any interest in any corporation, partnership, limited liability company, association or other business entity, other than the Subsidiaries of the Company set forth on Section 3.2(a) of the Company Disclosure Letter. Each of the Company’s Subsidiaries has been duly organized and is validly existing and in good standing under the Laws of its jurisdiction of incorporation and has requisite corporate or other entity power and authority to own and operate its properties and assets, to carry on its business as presently conducted and contemplated to be conducted. Each of the Company’s Subsidiaries is presently qualified to do business in each jurisdiction in which it is required to be so qualified and is in good standing in each such jurisdiction (except where the failure to be so qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect). All shares or other equity securities of the Company’s Subsidiaries that are issued and outstanding have been duly authorized and validly issued in compliance with applicable Laws, are fully paid and nonassessable, and have not been issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or other similar right. (b) As of the date of this Agreement, the maximum number and the classes of shares the Company is authorized to issue and has issued is 50,000 Company Ordinary Shares, 50,000 of which are issued; (c) All Company Ordinary Shares that are issued and outstanding have been duly authorized and validly issued in compliance with applicable Laws, are fully paid and nonassessable, and have not been issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or other similar right. The Company Ordinary Shares have the rights, preferences, privileges and restrictions set forth in the Company Governing Documents. (d) Other than the Company Written Consent or Company Special Resolution, there is no consent required of the holders of any class or series of Company Ordinary Shares or other Company Shareholders to approve the Mergers, the Plan of Initial Merger or the transactions contemplated by this Agreement. (e) Except as set forth in the Company Disclosure Letter, there are no authorized or outstanding options, restricted stock, warrants or other equity appreciation, phantom equity, profit participation or similar rights for the purchase or acquisition from the Company of any Company Ordinary Shares. Except as set forth in Section 3.2(e) of the Company Disclosure Letter, and the Company Governing Documents, the Company is not a party to or subject to any agreement or understanding and, to the Company’s knowledge, there is no agreement or understanding between any Persons, that affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (f) Except as set forth in Section 3.2(f) of the Company Disclosure Letter, none of the Company’s stock purchase agreements or stock option documents contains a provision for acceleration of vesting (or lapse of a repurchase right) or other changes in the vesting provisions or terms of such agreement upon the occurrence of any event or combination of events. The Company has no obligation (contingent or otherwise) to purchase or redeem any of the Company Ordinary Shares. (g) The only Company Ordinary Shares that will be outstanding immediately after the Closing will be such share(s) owned by PubCo following the consummation of the Initial Merger.

Subsidiaries; Capitalization. (a) The Exhibit 6.7(a) attached hereto (i) contains a description of the corporate structure of the Company does not own or controlits Subsidiaries; and (ii) accurately sets forth (A) the correct legal name, directly or indirectly, any interest the jurisdiction of incorporation and the jurisdictions in any corporation, partnership, limited liability company, association or other business entity, other than which each of the Company and the direct and indirect Subsidiaries of the Company set forth are qualified to transact business as a foreign corporation, and (B) the authorized, issued and outstanding shares of each class of Capital Stock of the Company and each of its Subsidiaries and the owners of such shares (both as of the Closing Date and on a fully-diluted basis). Except for (i) mandatory redemption or repurchase of Capital Stock of the Company as a result of distributions by the ESOT to participants of the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member, (ii) the requirements of Section 3.2(a401(a)(28) of the Code or any substantially similar Requirement of Law, (iii) the Incentive Arrangements disclosed on Exhibit 6.7(a), and the Warrants and the Seller Warrants, (iv) the put and call rights contained in the Warrants and the Seller Warrants, (v) the vesting provisions of the ESOP, or (vi) agreements otherwise disclosed on Exhibit 6.7(a), none of the issued and outstanding Capital Stock of the Company Disclosure Letter. Each or any of the Company’s 's Subsidiaries has been duly organized is subject to any vesting, redemption, or repurchase agreement, and is validly existing there are no warrants or options outstanding with respect to such Capital Stock except for the Warrants and the Seller Warrants and except as may be in good standing under effect from time to time with respect Incentive Arrangements. The outstanding Capital Stock of the Laws Company and each of its jurisdiction of incorporation and has requisite corporate or other entity power and authority to own and operate its properties and assets, to carry on its business as presently conducted and contemplated to be conducted. Each of the Company’s Subsidiaries is presently qualified to do business in each jurisdiction in which it is required to be so qualified and is in good standing in each such jurisdiction (except where the failure to be so qualified or in good standing has not had and would not reasonably be expected to haveduly authorized, individually or in the aggregatevalidly issued, a Company Material Adverse Effect). All shares or other equity securities of the Company’s Subsidiaries that are issued and outstanding have been duly authorized and validly issued in compliance with applicable Laws, are fully paid and nonassessablenonassessable and is not Margin Stock; and, except as provided in the Rights Agreement, the Warrants and have the Seller Warrants, not been issued in violation of subject to any purchase option, call optionpreemptive right, right of first refusalrefusal or offer or similar right on the part of any other Person, preemptive rightand all of such Capital Stock has been (or will have been) offered and issued in accordance with all applicable laws. Except as set forth on Exhibit 6.7(a) attached hereto and except to the extent Persons may be deemed beneficial owners by virtue of familial relationships with a holder of Capital Stock or in connection with a trust established for the benefit of family members by a holder of Capital Stock, subscription right the owners of the Capital Stock indicated on Exhibit 6.7(a) attached hereto own the Capital Stock indicated on such exhibit free of any Lien, proxy, voting agreement, voting trust, stockholders agreement (other than the Rights Agreement) or similar agreement or restriction. Except as set forth on Exhibit 6.7(a) attached hereto, neither the Organizational Documents nor any other similar rightagreement, document or instrument binding on or applicable to the Company or any of its Subsidiaries or any of its stockholders contains any provision requiring a higher voting requirement with respect to action taken (and/or to be taken) by its board of directors or stockholders than that which would apply in the absence of such provision. (b) As of Except as provided in the date of this Rights Agreement, the maximum number and the classes of shares the Company is authorized to issue and has issued is 50,000 Company Ordinary Shares, 50,000 of which are issued; (c) All Company Ordinary Shares that are issued and outstanding have been duly authorized and validly issued in compliance with applicable Laws, are fully paid and nonassessable, and have not been issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or other similar right. The Company Ordinary Shares have the rights, preferences, privileges and restrictions set forth in the Company Governing Documents. (d) Other than the Company Written Consent or Company Special Resolution, there is no consent required of the holders of any class or series of Company Ordinary Shares or other Company Shareholders to approve the MergersWarrants, the Plan of Initial Merger or the transactions contemplated by this Agreement. (e) Except Seller Warrants and except as set forth in on Exhibit 6.7(b) attached hereto (after giving effect to the Company Disclosure Letterconsummation of the transactions consummated at the Closing under the Transaction Documents), (i) there are no authorized outstanding securities convertible into or exercisable or exchangeable for any Capital Stock of the Company or any of its Subsidiaries and no outstanding options, restricted stock, warrants or other equity appreciation, phantom equity, profit participation or similar rights agreements for the purchase from, or acquisition from sale or issuance by, the Company or any of its Subsidiaries of any Company Ordinary Shares. Except as set forth in Section 3.2(eof their respective Capital Stock or any securities convertible into or exercisable or exchangeable for such Capital Stock; (ii) there are no agreements on the part of the Company Disclosure Letteror any of its Subsidiaries to issue, and sell or distribute any of their respective Capital Stock, other securities or assets; (iii) neither the Company Governing Documents, the Company is not a party to or subject to nor any agreement or understanding and, to the Company’s knowledge, there is no agreement or understanding between of its Subsidiaries has any Persons, that affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (f) Except as set forth in Section 3.2(f) of the Company Disclosure Letter, none of the Company’s stock purchase agreements or stock option documents contains a provision for acceleration of vesting (or lapse of a repurchase right) or other changes in the vesting provisions or terms of such agreement upon the occurrence of any event or combination of events. The Company has no obligation (contingent or otherwise) to purchase purchase, redeem or redeem otherwise acquire any of their respective Capital Stock or other securities or any interest therein or to pay any dividend or make any distribution in respect thereof; and (iv) no Person is entitled to any rights with respect to the registration of any Capital Stock or other securities of the Company Ordinary Sharesor any of its Subsidiaries under the Securities Act (or the securities laws of any other jurisdiction). (gc) The only Company Ordinary Shares that will be outstanding aggregate number of shares of Common Stock issuable upon exercise in full of the Warrants immediately after the Closing will be such share(s) owned by PubCo following the consummation is __________, which, if then issued, would constitute [________ percent (__%)] of the Initial MergerCommon Stock (calculated assuming the conversion, exercise and exchange of all outstanding securities convertible -10- into and exercisable or exchangeable for shares of Common Stock, including, without limitation, the Warrants and the Seller Warrants. The Company has reserved __________ shares of Common Stock solely for issuance upon exercise of the Warrants. The Company has adopted stock appreciation rights plan. The Company has not reserved any shares of Common Stock pursuant to the Company's stock appreciation rights plan.

Subsidiaries; Capitalization. (a) The Company does not own or control, directly or indirectly, any interest in any corporation, partnership, limited liability company, association or other business entity, other than the Subsidiaries of the Company set forth on Section 3.2(a) of the Company Disclosure LetterSchedules. Each of the Company’s Subsidiaries has been duly organized and is validly existing and in good standing under the Laws of its jurisdiction of incorporation and has requisite corporate or other entity power and authority to own and operate its properties and assets, to carry on own its business as presently conducted and contemplated to be conducted. Each of the Company’s Subsidiaries is presently qualified to do business as a foreign corporation or other entity in each jurisdiction in which it is required to be so qualified and is in good standing in each such jurisdiction (except where the failure to be so qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect). All shares or other equity securities of the Company’s Subsidiaries that are issued and outstanding have been duly authorized and validly issued in compliance with applicable Laws, are fully paid and nonassessable, and have not been issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or other similar right. (b) As The capitalization of the Company (both as of the date of this Agreement, the maximum number and the classes capitalization of shares the Company as will exist following the completion of the Restructuring) is set forth on Section 3.2(b) of the Company Disclosure Schedules. Other than such Company Shares set forth on set forth on Section 3.2(b) of the Company Disclosure Schedules, the Company is not authorized to issue and has issued is 50,000 any other class or series of Company Ordinary Shares, 50,000 of which are issued;. (c) All Company Ordinary Shares that are issued and outstanding (or that will be issued and outstanding following the completion of the Restructuring) have been (or will be) duly authorized and validly issued in compliance with applicable Laws, are (or will be) fully paid and nonassessable, and have not (or will not have) been issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or other similar right. The Company Ordinary Shares have the rights, preferences, privileges and restrictions set forth in the Company Governing Documents. (d) Other than the Company Written Consent or Company Special Resolution, there is no consent required of the holders of any class or series of Company Ordinary Shares or other Company Shareholders to approve the Mergers, the Plan of Initial Merger or the transactions contemplated by this Agreement. (e) Except as set forth in the Company Disclosure Letter, there There are no authorized or outstanding options, restricted stock, warrants or other equity appreciation, phantom equity, profit participation or similar rights for the purchase or acquisition from the Company of any Company Ordinary Shares. Except as set forth in on Section 3.2(e3.2(d) of the Company Disclosure LetterSchedules, and the Company Governing Documents, the Company is not a party to or subject to any agreement or understanding and, to the Company’s knowledge, and there is no agreement or understanding between any Persons, Persons that affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. To the Company’s knowledge, no officer or director has made any representations or promises regarding equity incentives to any officer, employee, director or consultant of the Company that is not reflected in the issued and outstanding share and option numbers contained in this Section 3.2. (f) Except as set forth in Section 3.2(f) of the Company Disclosure Letter, none of the Company’s stock purchase agreements or stock option documents contains a provision for acceleration of vesting (or lapse of a repurchase right) or other changes in the vesting provisions or terms of such agreement upon the occurrence of any event or combination of events. The Company has no obligation (contingent or otherwise) to purchase or redeem any of the Company Ordinary Shares. (ge) The only Company Ordinary Shares that will be issued and outstanding immediately after the Closing will be such share(s) owned by PubCo following the consummation of the Initial Merger.

Subsidiaries; Capitalization. (a) The Company does not own or control, directly or indirectly, any interest or other equity security in any corporation, partnership, limited liability company, association or other business entity, other than the interests in the Subsidiaries of the Company set forth on Section 3.2(a3.2(a)(i) of the Company Disclosure Letter. Each of the Company’s Subsidiaries has been duly organized and is validly existing and in good standing under the Laws of its jurisdiction of incorporation organization and has requisite corporate corporate, limited liability company or other entity power and authority to own and operate its properties and assets, to carry on own its business as presently conducted and contemplated to be conducted. Each of the Company’s Subsidiaries is presently qualified to do business as a foreign entity in each jurisdiction in which it is required to be so qualified (except where the failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect) and is in good standing in each such jurisdiction (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof), except where the failure to be so qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect). Except as set forth on Section 3.2(a)(ii) of the Company Disclosure Letter, the Company directly or indirectly owns (beneficially and of record) good and valid title to all the issued and outstanding interests or other equity securities of the Subsidiaries listed in Section 3.2(a)(i) of the Company Disclosure Letter free and clear of all Liens other than restrictions on transfer arising under applicable securities Laws. All shares interests or other equity securities of the Company’s Subsidiaries that are issued and outstanding have been duly authorized and validly issued in compliance with such Subsidiary’s Governing Documents and applicable Laws, are fully paid and nonassessable, and have not been issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or other similar right. (b) As The shares of capital stock, held by Parent as set forth on Section 3.2(b)-1 of the date Company Disclosure Letter constitute 100% of this Agreement, the maximum number and the classes of shares the Company is authorized to issue and has issued is 50,000 Company Ordinary Shares, 50,000 of which are issued; (c) All Company Ordinary Shares that are total issued and outstanding have been interests or equity securities (including convertible securities) of the Company. Immediately following the Effective Time, Acquiror shall own all of the Company Stock, free and clear of all Liens, other than Liens created by Acquiror or any of its Affiliates as of immediately prior to the Closing. All Company Stock that is issued and outstanding was duly authorized and validly issued in compliance with the Company’s Governing Documents and applicable Laws, are is fully paid and nonassessable, and have has not been issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or other similar right. The Company Ordinary Shares have Exela is the rightssole member and directly owns 100% of the total issued and outstanding interests (and other securities) of ETI-XCV Holdings, preferencesLLC and Exela Technologies BPA, privileges LLC, and restrictions set forth the ownership chart included in Section 3.2(b)-2 of the Company Governing Documents. Disclosure Letter accurately depicts the indirect ownership by Exela of 100% of the total issued and outstanding interests or equity securities (dincluding convertible securities) Other than of (i) Parent and the Company Written Consent through the Subsidiaries included in such chart, and (ii) the entities owning the properties, assets or Company Special Resolutionrights required to enable Exela Technologies BPA, there is no consent LLC to provide the services required of to be provided to the holders of any class or series of Company Ordinary Shares or other Company Shareholders to approve EMEA Companies under the Mergers, the Plan of Initial Merger or the transactions contemplated by this Services Agreement. (ec) Except as set forth in the Company Disclosure Letter, there There are no authorized or outstanding subscriptions, options, restricted stock, warrants or other equity appreciation, phantom equity, profit participation or similar rights or securities (including debt securities) convertible into or exchangeable or exercisable for Company Stock, or any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the purchase issuance of additional Company Stock or acquisition from other equity interests, the Company sale of treasury membership interests or other equity interests of any of the EMEA Companies, or for the repurchase or redemption of Company Ordinary SharesStock or other equity interests of any of the EMEA Companies. Except as set forth in Section 3.2(e3.2(c) of the Company Disclosure Letter, and the Company Governing Documents, the Company is not a party to or subject to any agreement or understanding and, to the Company’s knowledge, there is no agreement or understanding between any Persons, that affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. To the Company’s knowledge, no officer or director has made any representations or promises regarding equity incentives to any officer, employee, director or consultant of the Company that is not reflected in the outstanding equity numbers contained in this Section 3.2. (fd) Except as set forth in Section 3.2(f) of the Company Disclosure Letter, none of the Company’s stock purchase agreements or stock option documents contains a provision for acceleration of vesting (or lapse of a repurchase right) or other changes in the vesting provisions or terms of such agreement upon the occurrence of any event or combination of events. The Company has no obligation (contingent or otherwise) to purchase or redeem any of the Company Ordinary SharesStock, and no EMEA Company has any obligation (contingent or otherwise) to purchase or redeem any EMEA Company Interests. (ge) The only Company Ordinary Shares Stock (or other interests or equity securities in the Company) that will be outstanding immediately after the Closing will be such share(s) the Company Stock owned by PubCo Acquiror following the consummation of the Initial Merger. (f) The transactions contemplated by the Purchase Agreement complied with the Exela Credit Documents, and Parent and the EMEA Companies are not bound by, and none of their assets or properties or the EMEA Company Interests are subject to, any Liens under the Exela Credit Documents (or any replacements thereto). None of Parent or any of the EMEA Companies are Restricted Subsidiaries or Subsidiary Guarantors (as such terms are defined in the Exela Credit Documents).

Subsidiaries; Capitalization. (a) The Company does not own or control, directly or indirectly, any interest in any corporation, partnership, limited liability company, association or other business entity, other than the Subsidiaries of the Company set forth on Section 3.2(a) of the Company Disclosure Letter. Each of the Company’s Subsidiaries has been duly organized and is validly existing and in good standing under the Laws of its jurisdiction of incorporation and has requisite corporate or other entity power and authority to own and operate its properties and assets, to carry on own its business as presently conducted and contemplated to be conducted. Each of the Company’s Subsidiaries is presently qualified to do business as a foreign corporation in each jurisdiction in which it is required to be so qualified and is in good standing in each such jurisdiction (except where the failure to be so qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect). All shares or other equity securities of the Company’s Subsidiaries that are issued and outstanding have been duly authorized and validly issued in compliance with applicable Laws, are fully paid and nonassessable, and have not been issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or other similar right. (b) Section 3.2(b) of the Company Disclosure Letter lists all Convertible Equity Instruments outstanding as of the date of this Agreement. The Convertible Equity Conversion shall occur automatically immediately prior to the Effective Time pursuant to the Convertible Equity Instruments, the Stockholder Support Agreement, the Consent of Holder and the Company Charter, and at that time there shall no longer be any Convertible Equity Instruments outstanding. As of the date of this Agreement, the maximum number and aggregate principal amount of the classes of shares the outstanding Company Convertible Equity is authorized to issue and has issued is 50,000 Company Ordinary Shares, 50,000 of which are issued;$38,034,999.08. (c) As of the date of this Agreement, the authorized capital stock of the Company consists of: (i) 37,500,000 shares of Company Common Stock, 11,028,052 of which are issued and outstanding; (ii) 17,500,000 shares of Company Preferred Stock, 16,383,725 of which are issued and outstanding, and: (1) 9,234,087 shares are designated Company Series A Preferred Stock, 9,226,734 of which are issued and outstanding; and (2) 8,265,913 shares are designated Company Series B Preferred Stock, 7,156,991 of which are issued and outstanding. (d) As of the date of this Agreement, there are outstanding: (i) Company Common Stock Warrants to purchase 61,612 shares of Company Common Stock; and (ii) Company Series A Warrants to purchase 7,353 shares of Company Series A Preferred Stock. (e) All shares of Company Ordinary Shares Capital Stock that are issued and outstanding have been duly authorized and validly issued in compliance with applicable Laws, are fully paid and nonassessable, and have not been issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or other similar right. The Company Ordinary Shares have Capital Stock has the rights, preferences, privileges and restrictions set forth in the Company Governing DocumentsCharter. (df) Other As of the date of this Agreement, the Company has reserved: (i) 10,498,559 shares of Company Common Stock for issuance under the Company ESOP, of which 314,043 remain available for issuance; and (iii) 68,965 shares of Company Capital Stock for issuance upon exercise of the Company Warrants. (g) The Merger and the other Transactions do not constitute a “Deemed Liquidation Event” (as such term is defined in the Company Charter), and other than the Company Written Consent or Company Special ResolutionConsent, there is no consent required of the holders of any class or series of Company Ordinary Shares Capital Stock or other Company Shareholders to approve Stockholders. In connection with the Mergersconsummation of the Merger, the Plan of Initial Merger or the transactions as contemplated by this Agreementthe Company Charter, all Company Preferred Stock will automatically, and without any further action on the part of any Person, convert into Merger Consideration at the same exchange ratio as the Exchange Ratio applied to the Company Common Stock, in accordance with Section 2.5(a). (eh) Except as set forth in on the Company Disclosure LetterLetter and for (i) the conversion privileges of the Company Preferred Stock, (ii) the Company Options to purchase Company Common Stock outstanding under the Company ESOP, (iii) the Company RSUs outstanding under the Company ESOP and (iv) the Company Warrants, there are no authorized or outstanding options, restricted stock, warrants or other equity appreciation, phantom equity, profit participation or similar rights for the purchase or acquisition from the Company of any shares of Company Ordinary SharesCapital Stock. Except as set forth in Section 3.2(e) of on the Company Disclosure Letter, and the Company Governing Documents, the Company is not a party to or subject to any agreement or understanding and, to the Company’s knowledge, there is no agreement or understanding between any Persons, that affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. To the Company’s knowledge, no officer or director has made any representations or promises regarding equity incentives to any officer, employee, director or consultant of the Company that is not reflected in the outstanding share and option numbers contained in this Section 3.2. (fi) The Company has made available to Acquiror prior to the date of this Agreement the Company ESOP ledger dated as of February 15, 2021, which reflects all granted Company Options and Company RSUs and lists the applicable vesting schedules therefor as of the date of this Agreement. (j) Except as set forth in Section 3.2(f3.2(j) of the Company Disclosure Letter, none of the Company’s stock purchase agreements or agreements, stock option documents or restricted stock unit documents contains a provision for acceleration of vesting (or lapse of a repurchase right) or other changes in the vesting provisions or terms of such agreement upon the occurrence of any event or combination of events. The Company has never adjusted or amended the exercise price of any stock options previously awarded, whether through amendment, cancellation, replacement grant, repricing, or any other means. The Company has no obligation (contingent or otherwise) to purchase or redeem any of the Company Ordinary SharesCapital Stock. (gk) The only Company Ordinary Shares Capital Stock that will be outstanding immediately after the Closing will be such share(s) the Company Capital Stock owned by PubCo Acquiror following the consummation of the Initial Merger. Following the Effective Time, each Company Option, Company RSU or Company Warrant outstanding immediately prior to the Effective Time, whether vested or unvested, shall have automatically and without any required action on the part of the Company, Acquiror or any holder or beneficiary thereof, been converted into Assumed Options, Assumed RSUs or Assumed Warrants in accordance with Section 2.5(c), Section 2.5(d) or Section 2.5(e), respectively.

Subsidiaries; Capitalization. (a) The Company does not own or controlEach Subsidiary is a legal entity duly organized, directly or indirectly, any interest in any corporation, partnership, limited liability company, association or other business entity, other than the Subsidiaries of the Company set forth on Section 3.2(a) of the Company Disclosure Letter. Each of the Company’s Subsidiaries has been duly organized and is validly existing and (where applicable) in good standing under the Laws of its the jurisdiction of incorporation and has requisite corporate or other entity power and authority to own and operate its properties and assets, to carry on its business as presently conducted and contemplated to be conductedorganization. Each of the Company’s Subsidiaries Subsidiary is presently duly licensed or qualified to do business in each jurisdiction in which it is required to be so qualified and (where applicable) is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such jurisdiction (licensing or qualification necessary, except where to the extent that the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect). All shares or other equity securities . (b) Section 3.02(b) of the Company’s Subsidiaries that are Disclosure Schedule sets forth a true and complete list of all of the Subsidiaries, listing for each Subsidiary its name, type of entity, the jurisdiction and date of its incorporation or organization, its authorized capital stock, partnership capital or equivalent, the number and type of its issued and outstanding shares of capital stock, partnership interests or similar ownership interests (the “Subsidiary Interests”) and the current ownership of such Subsidiary Interests. All of the Subsidiary Interests (i) are owned of record or beneficially, directly or indirectly, by the Company as set forth in Section 3.02(b) of the Disclosure Schedule and (ii) have been duly authorized and validly issued in compliance with applicable Laws, and are fully paid and nonassessable, non-assessable and have were not been issued in violation of any purchase optionpreemptive rights. There are no options, call optionwarrants, right convertible securities, pre-emptive rights, rights of first refusal, preemptive right, subscription right refusal or other similar right. (b) As of rights, agreements, arrangements or commitments relating to the date of this Agreement, the maximum number and the classes of shares Subsidiary Interests or obligating the Company is authorized or any Subsidiary to issue and has issued is 50,000 Company Ordinary Sharesor sell any shares of capital stock of, 50,000 of which are issued;or any other ownership interest in, any Register Entity. (c) All Company Ordinary Shares that are issued and outstanding have been duly authorized and validly issued in compliance with applicable Laws, are fully paid and nonassessable, and have not been issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or other similar right. The Company Ordinary Shares have the rights, preferences, privileges and restrictions set forth in the Company Governing Documents. (d) Other than the Company Written Consent or Company Special Resolution, there is no consent required of the holders of any class or series of Company Ordinary Shares or other Company Shareholders to approve the Mergers, the Plan of Initial Merger or the transactions contemplated by this Agreement. (e) Except as set forth in the Company Disclosure LetterSubsidiaries and Afilias Limited, there are no authorized or outstanding optionsother corporations, restricted stockpartnerships, warrants joint ventures, associations or other entities in which any Register Entity owns, of record or beneficially, any direct or indirect equity appreciation, phantom equity, profit participation or similar rights for the purchase or acquisition from the Company of any Company Ordinary Shares. Except as set forth in Section 3.2(e) of the Company Disclosure Letter, and the Company Governing Documents, the Company is not a party to or subject to any agreement or understanding and, to the Company’s knowledge, there is no agreement or understanding between any Persons, that affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (f) Except as set forth in Section 3.2(f) of the Company Disclosure Letter, none of the Company’s stock purchase agreements or stock option documents contains a provision for acceleration of vesting (or lapse of a repurchase right) or other changes in the vesting provisions interest or terms of such agreement upon the occurrence of any event or combination of events. The Company has no obligation right (contingent or otherwise) to purchase acquire the same. For the avoidance of doubt, as of the Closing, no Register Entity shall own, of record or redeem beneficially, any equity interest in Afilias Limited. Other than the Subsidiaries, none of the Register Entities is a member of (nor is any part of the Business conducted through) any partnership nor is any Register Entity a participant in any joint venture or similar arrangement. (d) As of the Closing the outstanding equity of the Company Ordinary Shares. (g) The only Company Ordinary Shares that will be outstanding immediately after the Closing will be such share(s) owned by PubCo following the consummation consist of the Initial MergerInterests, as set forth on Section 3.02(d) of the Disclosure Schedule, and the rights, privileges and obligations respect to such interests are set forth in the Partnership Agreement.

Subsidiaries; Capitalization. (a) The Company does not own or control, directly or indirectly, any interest in any corporation, partnership, limited liability company, association or other business entity, other than the Subsidiaries of the Company set forth on Section 3.2(a) of the Company Disclosure LetterSchedules. Each of the Company’s Subsidiaries has been duly organized and is validly existing and in good standing under the Laws of its jurisdiction of incorporation and has requisite corporate or other entity power and authority to own and operate its properties and assets, to carry on own its business as presently conducted and contemplated to be conducted. Each of the Company’s Subsidiaries is presently qualified to do business as a foreign corporation or other entity in each jurisdiction in which it is required to be so qualified and is in good standing in each such jurisdiction (except where the failure to be so qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect). All shares or other equity securities of the Company’s Subsidiaries that are issued and outstanding have been duly authorized and validly issued in compliance with applicable Laws, are fully paid and nonassessable, and have not been issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or other similar right. (b) As of the date of this Agreement, the maximum number Company has 580,000 Company Shares issued and outstanding. Other than the classes of shares Company Shares, the Company is not authorized to issue and has issued is 50,000 Company Ordinary Shares, 50,000 any other class or series of which are issued;capital stock. (c) All Company Ordinary Shares that are issued and outstanding have been duly authorized and validly issued in compliance with applicable Laws, are fully paid and nonassessable, and have not been issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or other similar right. The Company Ordinary Shares have the rights, preferences, privileges and restrictions set forth in the Company Governing Documents. (d) Other than the Company Written Consent or Company Special Resolution, there is no consent required of the holders of any class or series of Company Ordinary Shares or other Company Shareholders to approve the Mergers, the Plan of Initial Merger or the transactions contemplated by this Agreement. (e) Except as set forth in the Company Disclosure Letter, there There are no authorized or outstanding options, restricted stock, warrants or other equity appreciation, phantom equity, profit participation or similar rights for the purchase or acquisition from the Company of any Company Ordinary Shares. Except as set forth in on Section 3.2(e3.2(d) of the Company Disclosure Letter, and the Company Governing DocumentsSchedules, the Company is not a party to or subject to any agreement or understanding and, to the Company’s knowledge, there is no agreement or understanding between any Persons, Persons that affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. To the Company’s knowledge, no officer or director has made any representations or promises regarding equity incentives to any officer, employee, director or consultant of the Company that is not reflected in the outstanding share and option numbers contained in this Section 3.2. (e) There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any Company Shares or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. (f) Except as set forth in Section 3.2(f) of the Company Disclosure Letter, none of the Company’s stock purchase agreements or stock option documents contains a provision for acceleration of vesting (or lapse of a repurchase right) or other changes in the vesting provisions or terms of such agreement upon the occurrence of any event or combination of events. The Company has no obligation (contingent or otherwise) to purchase or redeem any of the Company Ordinary Shares. (g) The only Company Ordinary Shares that will be outstanding immediately after the Closing will be such share(s) owned by PubCo following the consummation of the Initial MergerExchange.

Subsidiaries; Capitalization. (a) None of the Group Companies is party to any agreement, nor is the Company aware of any agreement, which in any manner affects the voting control of any of the securities of the Company. (b) The Company is authorized to issue an unlimited number of Company Shares, of which, as at the date hereof (prior to the Closing of the Transactions), 174,948,813 Company Shares are issued and outstanding as fully paid and non-assessable shares of the Company. (c) As at the date of this Agreement, other than Psilo and the Company’s interest in ▇▇▇▇▇▇▇▇▇ Biosciences, Inc., the Company has no subsidiaries and holds no shares or other ownership, equity or proprietary interests in any other person and the Company does not own have any agreements to acquire or controllease any material assets or properties or any other business operations. The Company owns all of the issued and outstanding shares of Psilo, free and clear of all encumbrances, claims or demands whatsoever and no person has any agreement, option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement, for the purchase from either of the Group Companies of any interest in any of the shares in the capital of Psilo. All outstanding shares in the capital of, or other equity interests, as applicable, in Psilo have been duly authorized and are validly issued, fully paid and non-assessable. (d) Since incorporation, none of the Group Companies has, directly or indirectly, declared or paid any interest in dividends or declared or made any corporation, partnership, limited liability company, association or other business entity, other than the Subsidiaries of the Company set forth distribution on Section 3.2(a) of the Company Disclosure Letter. Each of the Company’s Subsidiaries has been duly organized and is validly existing and in good standing under the Laws any of its jurisdiction shares of incorporation any class and has requisite corporate not, directly or other entity power and authority to own and operate indirectly, redeemed, purchased or otherwise acquired any of its properties and assets, to carry on its business as presently conducted and contemplated to be conducted. Each shares of the Company’s Subsidiaries is presently qualified any class or agreed to do business in each jurisdiction in which it is required to be so qualified and is in good standing in each such jurisdiction so. (except where the failure to be so qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a e) All Company Material Adverse Effect). All shares or other equity securities of the Company’s Subsidiaries Securities that are issued and outstanding have been duly authorized and validly issued in compliance with applicable LawsLaws in all material respects, are fully paid and nonassessable, and have not been issued in violation of (i) the Company’s Governing Documents, or (ii) any purchase option, call option, right of first refusal, preemptive right, subscription right or other similar right. (b) As of the date of this Agreement, the maximum number and the classes of shares the Company is authorized to issue and has issued is 50,000 Company Ordinary Shares, 50,000 of which are issued; (c) All Company Ordinary Shares that are issued and outstanding have been duly authorized and validly issued in compliance with applicable Laws, are fully paid and nonassessable, and have not been issued in violation of any purchase option, call option, right of first refusaloffer, preemptive right, subscription right or other similar right. The Company Ordinary Shares have the rights, preferences, privileges and restrictions set forth in the Company Company’s Governing Documents. (df) As of the date of this Agreement, the Company has reserved (i) 14,587,999 Company Shares for issuance upon exercise of Company Options, (ii) 6,509,843 Company Shares for issuance upon vesting of Company RSUs; (iii) 19,949,333 Company Shares for issuance upon exercise of the Company Certificated Warrants (iv) 741,160 Company Shares for issuance upon exercise of Company Finders Warrants and (v) 8,333,333 Company Shares for issuance upon conversion of the Company Convertible Debentures. (g) Other than the Company Written Consent or Company Special ResolutionRequired Approval, there is no consent required of the holders of any class or series of Company Ordinary Shares or other Company Shareholders to approve in connection with the Mergers, approval of the Plan of Initial Merger or the transactions contemplated by this AgreementTransactions. (eh) Except as set forth in Section 3.2(h) of the Company Disclosure LetterSchedules and for (i) the Company Options to purchase Company Shares, (ii) the Company RSUs representing a right to receive Company Shares, (iii) the Company Warrants representing a right to purchase Company Shares, (iv) the Company Convertible Debentures representing a right to convert to Company Shares, and (v) the shares or other equity securities owned by the Company in its Subsidiaries, there are no authorized equity or outstanding equity-based interests, options, restricted stock, warrants or other equity appreciation, phantom equity, profit participation or similar rights for the purchase or acquisition from the Company or any of its Subsidiaries of any Company Ordinary SharesShares or other equity securities of the Company or any of its Subsidiaries. There are no (A) voting trust agreements between the Company and any Company Shareholder, (B) management rights or side letters between the Company and any Company Shareholder or (C) rights under any letter or agreement between any Company Shareholder and the Company providing for redemption rights, put rights, purchase rights or other similar rights not generally available to the Company Shareholders. Except as set forth in Section 3.2(e3.2(h) of the Company Disclosure Letter, Schedules and the Company Company’s Governing Documents, the no Group Company is not a party to or subject to any agreement or understanding and, to the Company’s knowledge, there is no agreement or understanding between any Persons, that affects or relates to the voting voting, transfers or giving of written consents with respect to any security or by a director of any Group Company. To the Company’s knowledge, no officer or director has made any representations or promises regarding equity incentives to any current or former officer, employee, director, individual independent contractor or individual consultant of a Group Company that is not reflected in the outstanding share and option numbers contained in this Section 3.2, except for employment offer letters and employment agreements entered into in the Ordinary Course, copies of which have been made available to SPAC. There are no outstanding bonds, debentures, notes or other Indebtedness of a Group Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which such Group Company’s equityholders may vote. No Group Company has adopted any shareholder rights plan or similar agreement to which any Group Company would be or become subject, party or otherwise bound. (fi) Except as set forth in Section 3.2(f3.2(i) of the Company Disclosure Letter, none Schedules sets forth the Company Option and Company RSU ledger dated as of the Company’s date of this Agreement, which reflects all of the outstanding Company Options and Company RSUs and lists, to the extent applicable: (i) the name of each holder, (ii) the grant date, (iii) the applicable exercise prices, (iv) whether such Company Option is intended to qualify as an “incentive stock purchase agreements or stock option documents contains a provision for acceleration option” within the meaning of Section 422 of the Code, (v) the expiration date, (vi) vesting (or lapse of a repurchase right) or other changes in the vesting provisions or terms schedules therefor as of such agreement upon date, and (vii) whether such vesting accelerates in connection with the occurrence of any event or combination of events. The Company has no obligation (contingent or otherwise) to purchase or redeem any of the Company Ordinary SharesTransactions. (g) The only Company Ordinary Shares that will be outstanding immediately after the Closing will be such share(s) owned by PubCo following the consummation of the Initial Merger.

Subsidiaries; Capitalization. (a) The Company does not own or control, directly or indirectly, any interest in any corporation, partnership, limited liability company, association or other business entity, other than the Subsidiaries of the Company set forth on Section 3.2(a) of the Company Disclosure Letter. Each of the Company’s Subsidiaries has been duly organized and is validly existing and in good standing under the Laws of its jurisdiction of incorporation and has requisite corporate or other entity power and authority to own and operate its properties and assets, to carry on own its business as presently conducted and contemplated to be conducted. Each of the Company’s Subsidiaries is presently qualified to do business as a foreign corporation or other entity in each jurisdiction in which it is required to be so qualified and is in good standing in each such jurisdiction (except where the failure to be so qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect). All shares or other equity securities of the Company’s Subsidiaries that are issued and outstanding have been duly authorized and validly issued in compliance with applicable Laws, are fully paid and nonassessable, and have not been issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or other similar right. (b) Section 3.2(b) of the Company Disclosure Letter lists all Convertible Notes outstanding as of the date of this Agreement. The Convertible Notes Conversion shall occur automatically immediately prior to the Initial Merger Effective Time and conditioned on the consummation of the Mergers pursuant to the terms of the Convertible Notes, the Stockholder Support Agreement, and the Company Governing Documents, and at that time there shall no longer be any Convertible Notes outstanding. As of the date of this Agreement, the aggregate principal amount of the outstanding under the Convertible Notes is $56,587,000. (c) As of the date of this Agreement, the maximum number and the classes of shares the Company is authorized to issue and has issued is 50,000 is: (i) 20,000,000 Company Ordinary Shares, 50,000 5,071,904 of which are issued; (cii) 11,240,398 Company Preference Shares, 6,645,220 of which are issued, and: (1) 4,723,330 Company Series A Preference Shares, 2,547,330 of which are issued; (2) 3,117,915 Company Series B Preference Shares, 1,392,131 of which are issued; (3) 899,153 Company Series B-1 Preference Shares, 672,524 of which are issued; and (4) 2,500,000 Company Series X Preference Shares, 2,033,230 of which are issued. (d) As of the date of this Agreement the only warrant to purchase Company capital stock outstanding is the Company Warrant to purchase 4,823,594 Company Preference Shares. (e) All Company Ordinary Shares that are issued and outstanding have been duly authorized and validly issued in compliance with applicable Laws, are fully paid and nonassessable, and have not been issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or other similar right. The Company Ordinary Shares have the rights, preferences, privileges and restrictions set forth in the Company Governing Documents. (df) Other As of the date of this Agreement, the Company has reserved (i) 2,163,647 Company Ordinary Shares for issuance upon exercise of the Company Options, and (ii) 4,128,413 Preference Shares for issuance upon exercise of the Company Warrant. (g) The Initial Merger and the other Transactions do not constitute a “Deemed Liquidation Event” (as such term is defined in the Company Memorandum), and other than the Company Written Consent or Company Special ResolutionConsent, there is no consent required of the holders of any class or series of Company Ordinary Shares or other Company Shareholders to approve Shareholders. In connection with the Mergersconsummation of the Initial Merger, the Plan of Initial Merger or the transactions as contemplated by this the Company Articles and the Shareholder Support Agreement, all Company Preference Shares will automatically, and without any further action on the part of any Person, convert into Merger Consideration based on the same exchange ratio as the Company Exchange Ratio applied to the Company Ordinary Shares in accordance with Section 2.2(g)(i), and in accordance with the Company Governing Documents. (eh) Except as set forth in the Company Disclosure LetterLetter and for (i) the conversion privileges of the Company Preference Shares, (ii) the Company Options to purchase Company Ordinary Shares outstanding under the Company ESOP, (iii) the Company Warrant and (iv) the Convertible Notes, there are no authorized or outstanding options, restricted stock, warrants or other equity appreciation, phantom equity, profit participation or similar rights for the purchase or acquisition from the Company of any Company Ordinary Shares. Except as set forth in on Section 3.2(e3.2(h) of the Company Disclosure Letter, and the Company Governing Documents, the Voting Agreement, and the ▇▇▇, the Company is not a party to or subject to any agreement or understanding and, to the Company’s knowledge, there is no agreement or understanding between any Persons, that affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. To the Company’s knowledge, no officer or director has made any representations or promises regarding equity incentives to any officer, employee, director or consultant of the Company that is not reflected in the outstanding share and option numbers contained in this Section 3.2, except for employment offer letters entered into in the ordinary course of business. (fi) The Company has made available to SPAC prior to the date of this Agreement the Company Option ledger dated as of June 29, 2021, which reflects all granted (or approved by the Company Board but not yet granted) Company Options and lists the vesting schedules therefor as of such date. (j) Except as set forth in Section 3.2(f3.2(j) of the Company Disclosure Letter, none of the Company’s stock purchase agreements or stock option documents contains a provision for acceleration of vesting (or lapse of a repurchase right) or other changes in the vesting provisions or terms of such agreement upon the occurrence of any event or combination of events. The Company has never adjusted or amended the exercise price of any stock options previously awarded, whether through amendment, cancellation, replacement grant, repricing, or any other means. Except for the Series X Preference Shares, the Company has no obligation (contingent or otherwise) to purchase or redeem any of the Company Ordinary Shares. (gk) The only Company Ordinary Shares that will be outstanding immediately after the Closing will be such share(s) owned by PubCo following the consummation of the Initial Merger. Following the Initial Merger Effective Time, each Company Option and Company Warrant outstanding immediately prior to the Initial Merger Effective Time, whether vested or unvested, shall have automatically and without any required action on the part of the Company, SPAC or any holder or beneficiary thereof, been converted into Assumed Options or Assumed Company Warrant in accordance with Section 2.2(g)(iii) or Section 2.2(g)(iv), respectively.

Subsidiaries; Capitalization. (a) Each Subsidiary of Seller Parent which has title to any property or asset reasonably expected to be an Acquired Asset and each Acquired Subsidiary is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, has all requisite corporate or similar power and authority to own, lease and operate its respective properties and assets and to carry on its portion of the Business as currently conducted and is duly qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership or operation of its assets or the conduct of its business requires such qualification, except for failures to be so duly organized, validly existing, qualified or in good standing that would not have a Material Adverse Effect. Prior to the Execution Date, Seller Parent has made available for review by Buyer complete and correct copies of the Organizational Documents of each of the Acquired Subsidiaries as of the Execution Date. The Company Acquired Subsidiaries are not in violation of any provision of their Organizational Documents. Seller Parent does not own have any Subsidiary (other than the other Sellers) that is not an Acquired Subsidiary. (b) All of the Acquired Equity has been duly authorized, and is validly issued, fully paid and non-assessable. There is no outstanding (x) capital stock or controlother equity interests in the Acquired Subsidiaries other than the Acquired Equity owned by Sellers and their Subsidiaries, (y) preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, restricted stock, performance stock, phantom stock, redemption rights, rights of first refusal, repurchase rights, agreements, arrangements or commitments of any character under which the Acquired Subsidiaries are or may become obligated to issue, deliver, offer or sell, or giving any Person a right to subscribe for or acquire, or in any way dispose of, any shares of the capital stock or other equity interests, or (z) any securities or obligations exercisable or exchangeable for or convertible into any shares of any of the foregoing, and no securities or obligations evidencing such rights are authorized, issued or outstanding. There are no phantom stock or similar rights providing economic benefits based, directly or indirectly, on the value or price of the Acquired Equity. (c) U.S. Share Seller was formed solely for the purpose of engaging in the Post-Signing Reorganization and the Transaction and has not owned any assets, engaged in any business activities or conducted any operations, in each case since its incorporation, other than in connection with the Post-Signing Reorganization and the Transaction. (d) U.S. Seller Parent has good and valid title to the U.S. Shares as of the Execution Date, U.S. Share Seller will have good and valid title to the U.S. Shares as of the Closing Date, Non-U.S. Share Seller has good and valid title to the Non-U.S. Shares and the Acquired Subsidiaries have good and valid title to all of the Acquired Equity (other than the U.S. Shares and the Non-U.S. Shares, but including the Acquired Equity set forth on Section 3.2(f) of the Seller Disclosure Schedule), in each case free and clear of all Encumbrances (other than transfer restrictions of general application imposed by securities Laws), and, subject to the entry of the Confirmation Order, upon delivery by Share Sellers of the Acquired Shares at Closing, good and valid title to all of the Acquired Equity, free and clear of all Encumbrances (other than transfer restrictions of general application imposed by securities Laws and those solely resulting from Buyer’s actions), will pass to Buyer. The Acquired Equity is owned by Sellers and its Subsidiaries, and the authorized capital stock, the jurisdiction of organization, the number of issued and outstanding Equity Securities of each Acquired Subsidiary and the ownership of record of such Equity Securities is set forth on Section 3.2(d) of the Seller Disclosure Schedule. (e) The Acquired Equity is not subject to any voting trust agreement, stockholder agreement, proxy or other contract, agreement or arrangement restricting or otherwise relating to the voting, dividend rights or disposition of such stock or other equity interests. (f) No Acquired Subsidiary owns, directly or indirectly, any capital stock or other equity interests of any Person or has any direct or indirect equity or ownership interest in any corporationbusiness, or is a member of or participant in any partnership, limited liability company, association joint venture or other business entity, other than the Subsidiaries similar Person. There are no outstanding contractual obligations of the Company set forth on Section 3.2(a) of Acquired Subsidiaries to repurchase or redeem the Company Disclosure Letter. Each of the Company’s Subsidiaries has been duly organized and is validly existing and in good standing under the Laws of its jurisdiction of incorporation and has requisite corporate securities of, or other entity power and authority to own and operate its properties and assets, to carry on its business as presently conducted and contemplated to be conducted. Each of the Company’s Subsidiaries is presently qualified to do business in each jurisdiction in which it is required to be so qualified and is in good standing in each such jurisdiction make any investment (except where the failure to be so qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect). All shares or other equity securities of the Company’s Subsidiaries that are issued and outstanding have been duly authorized and validly issued in compliance with applicable Laws, are fully paid and nonassessable, and have not been issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or other similar right. (b) As of the date of this Agreement, the maximum number and the classes of shares the Company is authorized to issue and has issued is 50,000 Company Ordinary Shares, 50,000 of which are issued; (c) All Company Ordinary Shares that are issued and outstanding have been duly authorized and validly issued in compliance with applicable Laws, are fully paid and nonassessable, and have not been issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or other similar right. The Company Ordinary Shares have the rights, preferences, privileges and restrictions set forth in the Company Governing Documents. (d) Other than the Company Written Consent or Company Special Resolution, there is no consent required of the holders of any class or series of Company Ordinary Shares or other Company Shareholders to approve the Mergers, the Plan of Initial Merger or the transactions contemplated by this Agreement. (e) Except as set forth in the Company Disclosure Letter, there are no authorized or outstanding options, restricted stock, warrants or other equity appreciation, phantom equity, profit participation or similar rights for the purchase or acquisition from the Company of any Company Ordinary Shares. Except as set forth in Section 3.2(e) of the Company Disclosure Letter, and the Company Governing Documents, the Company is not a party to or subject to any agreement or understanding and, to the Company’s knowledge, there is no agreement or understanding between any Persons, that affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (f) Except as set forth in Section 3.2(f) of the Company Disclosure Letter, none of the Company’s stock purchase agreements or stock option documents contains a provision for acceleration of vesting (or lapse form of a repurchase right) or other changes in the vesting provisions or terms of such agreement upon the occurrence of any event or combination of events. The Company has no obligation (contingent loan, capital contribution or otherwise) to purchase or redeem in, any of the Company Ordinary Sharesother Person. (g) The only Company Ordinary Shares that will be outstanding immediately after the Closing will be such share(s) owned by PubCo following the consummation of the Initial Merger.

Subsidiaries; Capitalization. (a) The Company does not own or control, directly or indirectly, any interest in any corporation, partnership, limited liability company, association or other business entity, other than the Subsidiaries of the Company set forth on Section 3.2(a) of the Company Disclosure LetterSchedules. Each of the Company’s Subsidiaries has been duly organized and is validly existing and in good standing under the Laws of its jurisdiction of incorporation and has requisite corporate or other entity power and authority to own and operate its properties and assets, to carry on own its business as presently conducted and contemplated to be conducted. Each of the Company’s Subsidiaries is presently qualified to do business as a foreign corporation or other entity in each jurisdiction in which it is required to be so qualified and is in good standing in each such jurisdiction (except where the failure to be so qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect). All shares or other equity securities of the Company’s Subsidiaries that are issued and outstanding have been duly authorized and validly issued in compliance with applicable Laws, are fully paid and nonassessable, and have not been issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or other similar right. (b) As of the date of this Agreement, the maximum number Company has 500,000 Company Shares issued and outstanding. Other than the classes of shares Company Shares, the Company is not authorized to issue and has issued is 50,000 Company Ordinary Shares, 50,000 any other class or series of which are issued;capital stock. (c) All Company Ordinary Shares that are issued and outstanding have been duly authorized and validly issued in compliance with applicable Laws, are fully paid and nonassessable, and have not been issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or other similar right. The Company Ordinary Shares have the rights, preferences, privileges and restrictions set forth in the Company Governing Documents. (d) Other than the Company Written Consent or Company Special Resolution, there is no consent required of the holders of any class or series of Company Ordinary Shares or other Company Shareholders to approve the Mergers, the Plan of Initial Merger or the transactions contemplated by this Agreement. (e) Except as set forth in the Company Disclosure Letter, there There are no authorized or outstanding options, restricted stock, warrants or other equity appreciation, phantom equity, profit participation or similar rights for the purchase or acquisition from the Company of any Company Ordinary Shares. Except as set forth in on Section 3.2(e3.2(d) of the Company Disclosure Letter, and the Company Governing DocumentsSchedules, the Company is not a party to or subject to any agreement or understanding and, to the Company’s knowledge, there is no agreement or understanding between any Persons, Persons that affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. To the Company’s knowledge, no officer or director has made any representations or promises regarding equity incentives to any officer, employee, director or consultant of the Company that is not reflected in the outstanding share and option numbers contained in this Section 3.2. (e) There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any Company Shares or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. (f) Except as set forth in Section 3.2(f) of the Company Disclosure Letter, none of the Company’s stock purchase agreements or stock option documents contains a provision for acceleration of vesting (or lapse of a repurchase right) or other changes in the vesting provisions or terms of such agreement upon the occurrence of any event or combination of events. The Company has no obligation (contingent or otherwise) to purchase or redeem any of the Company Ordinary Shares. (g) The only Company Ordinary Shares that will be outstanding immediately after the Closing will be such share(s) owned by PubCo following the consummation of the Initial MergerExchange.

Subsidiaries; Capitalization. (a) The Company does Schedule 3.5 sets forth the record owners of all of the issued and outstanding equity interests of Greystone Contributed Entities as of the Signing Date. Each Subsidiary of the Greystone Contributed Entities are set forth on Schedule 3.5 (each a “GCE Subsidiary”) and, except and set forth thereon, the Greystone Contributed Entities do not own or control, directly or indirectly, hold the right to acquire any interest Capital Stock in any corporation, partnership, limited liability company, association or other business entity, other than the Subsidiaries Person. Each GCE Subsidiary and each of the Company set forth on Section 3.2(a) of the Company Disclosure Letter. Each of the Company’s Subsidiaries has been Greystone Contributed Entities is duly organized and is organized, validly existing and in good standing under the Laws laws of the jurisdiction of its jurisdiction of incorporation or organization, and has requisite corporate or other entity power and authority to own and operate its properties and assets, to carry on its business as presently conducted and contemplated to be conducted. Each of the Company’s Subsidiaries is presently qualified to do business in each every jurisdiction in which its ownership of property or the conduct of its businesses as now conducted requires it is required to be so qualified and is in good standing qualify, except in each such jurisdiction (except case where the failure to be so qualified or in good standing has not had and would not reasonably be expected materially adverse to have, individually the Company. Except as set forth on Schedule 3.5 or provided in the aggregateLLC Agreement, a there are no outstanding (i) shares of Capital Stock or voting securities of any Primary Contributed Company Material Adverse Effector Ancillary Business Entity that are, directly or indirectly, beneficially owned by any Person other than Greystone or one of its Affiliates (including, the Company). All shares , (ii) securities convertible or exchangeable into Capital Stock of any Primary Contributed Company or Ancillary Business Entity, (iii) options, warrants, purchase rights, subscription rights, preemptive rights, conversion rights, exchange rights, calls, puts, rights of first refusal or other equity securities of the Company’s Subsidiaries contracts that are issued and require any Primary Contributed Company or Ancillary Business Entity to issue, sell or otherwise cause to become outstanding have been duly authorized and validly issued in compliance with applicable Lawsor to acquire, are fully paid and nonassessable, and have not been issued in violation repurchase or redeem Capital Stock of any purchase optionPrimary Contributed Company or Ancillary Business Entity or (iv) equity appreciation, call optionphantom interest, right profit participation or similar rights with respect to, or the value of first refusalwhich is determined by reference to the equity of, preemptive right, subscription right any Primary Contributed Company or other similar rightAncillary Business Entity. (b) As of immediately prior to the date Closing, (i) Greystone Select Company LLC shall directly or indirectly own one hundred percent (100%) of this Agreementthe Capital Stock in Greystone Select Financial LLC and each of the other GCE Subsidiaries (other than (A) the direct and indirect Subsidiaries of Greystone Bridge Loan Holdings LLC and Greystone Monticello JV Holdco LLC and (B) Bona Fide Joint Ventures) and (ii) Greystone Select Company II LLC shall directly own one hundred percent (100%) of the Capital Stock in Greystone Select Financial II LLC and Greystone Financial III LLC (other than Bona Fide Joint Ventures). As of immediately prior to the Closing, the maximum number Chief Executive Officer and his Family Vehicles will, directly or indirectly, beneficially own one hundred percent (100%) of the classes of shares the Company is authorized to issue and has issued is 50,000 Company Ordinary Shares, 50,000 of which are issued;Capital Stock in Greystone. (c) All At the moment in time immediately following the consummation of the transactions contemplated hereby, the Company Ordinary Shares that are issued and outstanding have been duly authorized and validly issued in compliance with applicable Lawswill, are fully paid and nonassessabledirectly or indirectly, and have not been issued in violation own one hundred percent (100%) of any purchase option, call option, right of first refusal, preemptive right, subscription right or other similar right. The Company Ordinary Shares have the rights, preferences, privileges and restrictions set forth Capital Stock in the Primary Contributed Companies and the Ancillary Business Entities (including Greystone Select Company Governing DocumentsLLC, Greystone Select Financial LLC, Greystone Select Company II LLC, Greystone Select Financial II LLC and Greystone Financial III LLC), other than (A) the direct and indirect Subsidiaries of Greystone Bridge Loan Holdings LLC and Greystone Monticello JV Holdco LLC and (B) Bona Fide Joint Ventures. (d) Other than the Company Written Consent or Company Special Resolution, there is no consent required of the holders of any class or series of Company Ordinary Shares or other Company Shareholders to approve the Mergers, the Plan of Initial Merger or the transactions contemplated by this Agreement. (e) Except as set forth on Schedule 3.5(d), as of immediately prior to the Closing, no Person other than the Chief Executive Officer and his Family Vehicles will be, beneficial owners of Greystone and the Chief Executive Officer shall, directly or indirectly, control Greystone. At the moment in time immediately following the Company Disclosure Letter, there are no authorized or outstanding options, restricted stock, warrants or other equity appreciation, phantom equity, profit participation or similar rights for the purchase or acquisition from the Company of any Company Ordinary Shares. Except as set forth in Section 3.2(e) consummation of the Company Disclosure Lettertransactions contemplated hereby, Greystone and ▇▇▇▇▇▇▇ will hold all of the Company Governing Documents, the Company is not a party to or subject to any agreement or understanding and, to the Company’s knowledge, there is no agreement or understanding between any Persons, that affects or relates to the voting or giving of written consents with respect to any security or by a director outstanding Units of the Company. (fe) Except as set forth At the moment in Section 3.2(f) of the Company Disclosure Letter, none of the Company’s stock purchase agreements or stock option documents contains a provision for acceleration of vesting (or lapse of a repurchase right) or other changes in the vesting provisions or terms of such agreement upon the occurrence of any event or combination of events. The Company has no obligation (contingent or otherwise) to purchase or redeem any of the Company Ordinary Shares. (g) The only Company Ordinary Shares that will be outstanding time immediately after the Closing will be such share(s) owned by PubCo following the consummation of the Initial Mergertransactions contemplated hereby, all of the activities of the business of (i) Greystone Select Company LLC and its Subsidiaries (other than (A) the direct and indirect Subsidiaries of Greystone Bridge Loan Holdings LLC and Greystone Monticello JV Holdco LLC and (B) Bona Fide Joint Ventures) and (ii) Greystone Select Company II LLC, Greystone Select Financial LLC, Select Financial II LLC and Greystone Financial III LLC and their Subsidiaries (other than Bonda Fide Joint Ventures) are conducted, directly or indirectly, by or through the Greystone Contributed Entities, which are wholly owned by the Company.