Immaterial Subsidiaries. No Immaterial Subsidiary # owns any assets (other than assets of a de minimis nature), # has any liabilities (other than liabilities of a de minimis nature), or # engages in any business activity, in each case, other than maintenance of its existence (or its liquidation or dissolution, to the extent permitted herein), performance of its obligations hereunder and under the other Loan Documents, and activities incidental to any of the foregoing.

Immaterial Subsidiaries. At the time of the delivery of the financial statements provided for in subpart # above, a certificate signed by the Chief Financial Officer or Corporate Controller of the Borrower setting forth a list of Immaterial Subsidiaries (which certificate shall include calculations demonstrating that such Subsidiaries comply with the definition of “Immaterial Subsidiary” in Section 1.01).

Aggregate Limit on Exclusion of Immaterial Subsidiaries. If at any time the Consolidated Total Assets as at the end of the fiscal quarter most recently then ended or Consolidated EBITDA, for the four consecutive fiscal quarters most recently then ended, in each case, attributable to all Immaterial Subsidiaries (excluding Unrestricted Subsidiaries and any Excluded Subsidiaries that constitute Excluded Subsidiaries for a reason other than being an Immaterial Subsidiary) that are not Loan Parties exceeds ten percent (10.0%) of the Consolidated Total Assets or Consolidated EBITDA, as applicable, for such period, the Borrower shall, not later than the next Quarterly Reporting Date, take the joinder actions required pursuant to [Section 6.11(a)] with respect to such Immaterial Subsidiaries as it shall determine are necessary to ensure that the Consolidated Total Assets or Consolidated EBITDA, as applicable, of all remaining Immaterial Subsidiaries that are not Loan Parties (excluding Unrestricted Subsidiaries and any Excluded Subsidiaries that constitute Excluded Subsidiaries for a reason other than being an Immaterial Subsidiary) does not exceed ten percent (10.0%) of the Consolidated Total Assets or Consolidated EBITDA for such period. In addition, whether or not required pursuant to this [Section 6.11(b)], the Borrower shall be permitted at any time join any Immaterial Subsidiary that is a Domestic Subsidiary as a Loan Party.

Section # Exclusion of Immaterial Subsidiaries 215214

Post-Closing Covenant (Immaterial Subsidiaries). Administrative Borrower and the other Loan Parties hereby covenant and agree that, in the event that any of the Immaterial Subsidiaries designated on [Schedule 3.07(d)] are not dissolved on or prior to March 31, 2019, the Borrowers shall cause to be delivered to the Lenders each of the items set forth in [Sections 4.01(b)(i), 4.01(b)(ii), 4.01(f) and 4.01(i)(i)])])])] as they relate to each such entity and shall pay to the Agents and the Lenders on demand all reasonable and documented fees, costs and expenses (including legal fees and expenses of Stradley Ronon Stevens & Young, LLP) incurred by them in connection with their review and comment on the documents and opinions provided. In addition, from the Second Amendment Closing Date until March 31, 2019 (or the earlier dissolution thereof) the Immaterial Subsidiaries designated on [Schedule 3.07(d)] shall not own or acquire any assets in the amount of $100,000 for any such Immaterial Subsidiary or

Exclusion. The Consultant acknowledges that there are no ideas, processes, trademarks, service marks, technology, computer programs, Intellectual Property, Works of Authorship (original or otherwise), designs, formulas, inventions, discoveries, patents, copyrights, or improvements to the foregoing which fall within the provisions of section 7.2 that it desires to exclude from the operation of this Agreement. To the best of the Consultant's knowledge, it is not a party to any existing contract in conflict with this Agreement or any other contract to assign ideas, processes, trademarks, service marks, inventions, technology, computer programs, Works of Authorship (original or otherwise), designs, formulas, discoveries, patents, Intellectual Property or copyrights to any other Person.

Subsidiary that is not a Wholly Owned Subsidiary of the Parent Borrower;

Vessels; Co-Borrowers; Subsidiary Guarantors; Immaterial Subsidiaries. [Schedules 1.01(a)], 1.01(c), 1.01(g) and 3.07(d) attached to the Credit Agreement are hereby deleted in their entirety and replaced with [Schedules 1.01(a)], 1.01(c), 1.01(g) and 3.07(d), respectively, appended to this Second Amendment as Exhibit B.

If, at any time prior to the Effective Date during the Research Term, # rights to a particular CDC became subject to an option or license granted by Ag Partner or any Affiliate thereof to a Third Party in the Legacy Field pursuant to a written agreement with such Third Party, # a particular CDC became the subject of material optimization or development efforts by Ag Partner, any Affiliate thereof, or any licensee of either of the foregoing in the Legacy Field, or # a particular CDC was reasonably determined to constitute a ‘back up’ candidate identified by Ag Partner for possible optimization or development in the Legacy Field in the event any CDC already engaged in optimization or development in the Legacy Field is reasonably determined by Ag Partner, an Affiliate thereof, or any licensee of either of the foregoing to no longer constitute a viable candidate for an Ag Partner Royalty Product in the Legacy Field and, prior to, on, or following the Effective Date, Ag Partner provided(provides) written notice of [(x), (y), or (z)])] to Legacy or Primary, Primary shall have no rights to further develop, sell or sublicense, such CDC or any Derivative thereof under this Agreement.

Subsidiaries. Set forth on [Schedule 3.12(a)] is a list of the Borrower’s Subsidiaries as of the Original Effective Date.

Subsidiaries. As of the Closing Date, [Schedule 7.16] is a correct and complete list of the names and relationship to each Borrower of each and all of the Borrowers’ Subsidiaries and such Schedule sets forth each Borrower’s direct and indirect equity interest in each Subsidiary. As of the Closing Date, the outstanding shares of each such Subsidiary owned directly or indirectly by each Borrower are duly authorized, validly issued, fully paid and nonassessable.

Subsidiaries. [Schedule 6.8] hereto contains an accurate list of all Subsidiaries of the Company existing on the Restatement Effective Date, setting forth their respective jurisdictions of incorporation and the percentage of their respective Capital Stock owned by the Company or other Subsidiaries. All of the issued and outstanding shares of Capital Stock of such Subsidiaries have been duly authorized and issued and are fully paid and non-assessable.

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth in the Disclosure Schedules. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in this Agreement shall be disregarded.

Subsidiaries. Other than as set forth in [Schedule 3.2] of the BRPA Schedules, BRPA has no direct or indirect Subsidiaries or participations in joint ventures or other entities. BRPA does not own, directly or indirectly, any equity or voting interest in any Person or has any agreement or commitment to purchase any such interest, and has not agreed and is not obligated to make nor is bound by any written or oral agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, commitment or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other Person.

Subsidiaries. Each of the Company’s “subsidiaries” (for purposes of this Agreement, as defined in Rule 405 under the Securities Act) has been duly incorporated or formed, is validly existing as a corporation or limited liability company and is in good standing (or its equivalent) under the laws of the jurisdiction of its incorporation or formation, has the corporate or limited liability company power and authority to own, lease and operate its property and to conduct its business as it is currently being conducted and as described in the Registration Statement and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. All of the issued shares of capital stock or other equity or ownership interests of each of the Company’s subsidiaries have been duly and validly authorized and issued, are fully paid and nonassessable, and are owned directly or through wholly-owned subsidiaries by the Company, free and clear of all liens, encumbrances, equities or claims, other than # transfer restrictions imposed under the Securities Act, # the securities or Blue Sky laws of certain jurisdictions, # Burger King Company LLC's rights, under the Company's franchise agreements for its Burger King restaurants or otherwise, in each case, as disclosed in the Registration Statement and the Prospectus, # Popeyes Louisiana Kitchen, Inc.'s rights, under the Company's franchise agreements for its Popeyes restaurants or otherwise, in each case, as disclosed in the Registration Statement and the Prospectus and # otherwise as disclosed in the Registration Statement and the Prospectus. None of the outstanding capital stock or equity interest in any subsidiary was issued in violation of preemptive or similar rights of any security holder of such subsidiary. The constitutive or organizational documents of each of the subsidiaries comply in all material respects with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. The Company does not own or control, directly or indirectly, any corporation, association or other entity required to be listed in [Exhibit 21] to the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 2023, other than the subsidiaries listed therein.

Subsidiaries. [Schedule 3.12] sets forth the name and jurisdiction of organization of, and the ownership of the Company and each other Subsidiary in, each Subsidiary, identifying each such Subsidiary that is a Loan Party, in each case as of the Restatement Effective Date.

On and as of the Closing Date, the Loan Parties had no Subsidiaries other than those Subsidiaries listed on [Schedule 5.13]. [Schedule 5.13] sets forth, as of the Closing Date, the percentage ownership (direct and indirect) of each such Person in each class of capital stock or other Equity

Subsidiaries. Except as disclosed in the Company’s SEC filings, the Company does not currently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity. The Company is not a participant in any joint venture, partnership or similar arrangement. The Company’s subsidiaries are set forth in [Schedule B].