Common use of Authorized Capital; Outstanding Shares Clause in Contracts

Authorized Capital; Outstanding Shares. A-26 (a) The authorized capital stock of WE JAC consists solely of 2,600,000 shares of a single class of common stock, $0.01 par value, of which 1,333,625 shares have been issued and are outstanding as of the date of this Agreement. Each of the shares of the capital stock of WE JAC issued and outstanding as of the date hereof has been duly authorized and validly issued and is fully paid and non-assessable. None of the shares of the issued and outstanding capital stock of WE JAC has been issued in violation of shareholder preemptive rights. Except as disclosed in the WE JAC Disclosure Letter, WE JAC has no issued or outstanding equity securities, debt securities or other instruments which are convertible into or exchangeable for at any time equity securities of WE JAC. (b) The authorized capital stock of Precision Tune consists solely of 1,000 shares of a single class of common stock, $0.01 par value, of which 1,000 shares have been issued and are outstanding as of the date of this Agreement. Each of the shares of the capital stock of Precision Tune issued and outstanding as of the date hereof has been duly authorized and validly issued and is fully paid and non-assessable. None of the shares of the issued and outstanding capital stock of Precision Tune has been issued in violation of shareholder preemptive rights. Precision Tune has no issued or outstanding equity securities, debt securities or other instruments which are convertible into or exchangeable for at any time equity securities of Precision Tune. (c) The authorized capital stock of National 60 Minute Tune consists solely of 50,000 shares of a single class of common stock, $1.00 par value, of which 500 shares have been issued and are outstanding as of the date of this Agreement. Each of the shares of the capital stock of National 60 Minute Tune issued and outstanding as of the date hereof has been duly authorized and validly issued and is fully paid and non-assessable. None of the shares of the issued and outstanding capital stock of National 60 Minute Tune has been issued in violation of shareholder preemptive rights. National 60 Minute Tune has no issued or outstanding equity securities, debt securities or other instruments which are convertible into or exchangeable for at any time equity securities of National 60 Minute Tune. (d) The authorized capital stock of PTW consists solely of 1,000,000 shares of a single class of common stock, $1.00 par value, of which 1,000 shares have been issued and are outstanding as of the date of this Agreement. Each of the shares of the capital stock of PTW issued and outstanding as of the date hereof has been duly authorized and validly issued and is fully paid and non-assessable. None of the shares of the issued and outstanding capital stock of PTW has been issued in violation of shareholder preemptive rights. PTW has no issued or outstanding equity securities, debt securities or other instruments which are convertible into or exchangeable for at any time into equity securities of PTW.

Authorized Capital; Outstanding Shares. A-26 (a) The authorized capital stock of WE JAC consists solely of 2,600,000 shares of a single class of common stock, $0.01 par value, of which 1,333,625 shares have been issued and are outstanding as of the date of this Agreement. Each of the shares of the capital stock of WE JAC issued and outstanding as of the date hereof has been duly authorized and validly issued and is fully paid and non-assessable. None of the shares of the issued and outstanding capital stock of WE JAC has been issued in violation of shareholder preemptive rights. Except as disclosed in the WE JAC Disclosure Letter, WE JAC has no issued or outstanding equity securities, debt securities or other instruments which are convertible into or exchangeable for at any time equity securities of WE JAC. (b) The authorized capital stock of Precision Tune consists solely of 1,000 shares of a single class of common stock, $0.01 par value, of which 1,000 shares have been issued and are outstanding as of the date of this Agreement. Each of the shares of the capital stock of Precision Tune issued and outstanding as of the date hereof has been duly authorized and validly issued and is fully paid and non-assessable. None of the shares of the issued and outstanding capital stock of Precision Tune has been issued in violation of shareholder preemptive rights. Precision Tune has no issued or outstanding equity securities, debt securities or other instruments which are convertible into or exchangeable for at any time equity securities of Precision Tune. (c) The authorized capital stock of National 60 Minute Tune consists solely of 50,000 shares of a single class of common stock, $1.00 par value, of which 500 shares have been issued and are outstanding as of the date of this Agreement. Each of the shares of the capital stock of National 60 Minute Tune issued and outstanding as of the date hereof has been duly authorized and validly issued and is fully paid and non-assessable. None of the shares of the issued and outstanding capital stock of National 60 Minute Tune has been issued in violation of shareholder preemptive rights. National 60 Minute Tune has no issued or outstanding equity securities, debt securities or other instruments which are convertible into or exchangeable for at any time equity securities of National 60 Minute Tune. (d) The authorized capital stock of PTW consists solely of 1,000,000 shares of a single class of common stock, $1.00 par value, of which 1,000 shares have been issued and are outstanding as of the date of this Agreement. Each of the shares of the capital stock of PTW issued and outstanding as of the date hereof has been duly authorized and validly issued and is fully paid and non-assessable. None of the shares of the issued and outstanding capital stock of PTW has been issued in violation of shareholder preemptive rights. PTW has no issued or outstanding equity securities, debt securities or other instruments which are convertible into or exchangeable for at any time into equity securities of PTW.

Authorized Capital; Outstanding Shares. A-26 (a) The authorized capital stock of WE JAC ITS PLC consists solely of 2,600,000 shares of a single class of common stock, $0.01 par value(i) 350,000,000 ITS Ordinary Shares, of which 1,333,625 shares 242,926,526 ITS Ordinary Shares have been issued and are outstanding as of the date of this Agreement. Each of the ITS Ordinary Shares issued and outstanding as of the date hereof has been duly authorized and validly issued and is fully paid and non- assessable. None of the issued and outstanding ITS Ordinary Shares has been issued in violation of shareholder preemptive rights. ITS PLC has no issued or outstanding equity securities, debt securities or other instruments which are convertible into or exchangeable for at any time for equity securities of ITS PLC, except as follows: 550,000 issued and outstanding options to purchase the corresponding number of Ordinary Shares, 19,511,358 issued and outstanding warrants to purchase the corresponding number of Ordinary Shares, and issued and outstanding debt instruments convertible into 1,586,000 Ordinary Shares. (b) The authorized capital stock of ITS Investments consists solely of (i) 25,000,000 shares of common stock, $.10 par value, of which 9,283,815 shares have been issued and are outstanding as of the date of this Agreement, (ii) 500,000 shares of Class B non-voting common stock, $0.10 par value, of which 120,000 shares have been issued and are outstanding as of the date of this Agreement and (iii) 10,000,000 shares of preferred stock, $.10 par value, of which no shares have been issued as of the date of this Agreement. Each of the shares of the capital stock of WE JAC ITS Investments issued and outstanding as of the date hereof has been duly authorized and validly issued and is fully paid and non-assessable. None of the shares of the issued and outstanding capital stock of WE JAC ITS Investments has been issued in violation of shareholder preemptive rights. Except as disclosed in the WE JAC Disclosure Letter, WE JAC ITS Investments has no issued or outstanding equity securities, debt securities or other instruments which are convertible into or exchangeable for at any time equity securities of WE JACITS Investments. (bc) The authorized capital stock of Precision Tune New London Acquisition Company consists solely of 1,000 10,000 shares of a single class of common stock, $0.01 .01 par value, of which 1,000 shares have been issued and are outstanding as of the date of this Agreement. Each of the shares of the capital stock of Precision Tune New London Acquisition Company issued and outstanding as of the date hereof has been duly authorized and validly issued and is fully paid and non- assessable. None of the shares of the issued and outstanding capital stock of New London Acquisition Company has been issued in violation of shareholder preemptive rights. New London Acquisition Company has no issued or outstanding equity securities, debt securities or other instruments which are convertible into or exchangeable for at any time equity securities of New London Acquisition Company. (d) The authorized capital stock of New London Oil Inc. consists solely of 10,000 shares of a single class of common stock, $.01 par value, of which 10,000 shares have been issued and are outstanding as of the date of this Agreement. Each of the shares of the capital stock of New London Oil Inc. issued and outstanding as of the date hereof has been duly authorized and validly issued and is fully paid and non-assessable. None of the shares of the issued and outstanding capital stock of Precision Tune New London Oil Inc. has been issued in violation of shareholder preemptive rights. Precision Tune New London Oil Inc. has no issued or outstanding equity securities, debt securities or other instruments which are convertible into or exchangeable for at any time into equity securities of Precision Tune.New London Oil Inc. (ce) The authorized capital stock of National 60 Minute Tune ITS (US) Holdings Inc. consists solely of 50,000 1,000 shares of a single class of common stock, $1.00 .01 par value, of which 500 1,000 shares have been issued and are outstanding as of the date of this Agreement. Each of the shares of the capital stock of National 60 Minute Tune ITS (US) Holdings Inc. issued and outstanding as of the date hereof has been duly authorized and validly issued and is fully paid and non-assessable. None of the shares of the issued and outstanding capital stock of National 60 Minute Tune ITS (US) Holdings Inc. has been issued in violation of shareholder preemptive rights. National 60 Minute Tune ITS (US) Holdings Inc. has no issued or outstanding equity securities, debt securities or other instruments which are convertible into or exchangeable for at any time into equity securities of National 60 Minute Tune.ITS (US) Holdings Inc. (df) The authorized capital stock of PTW ITS Supply & Logistics Inc. consists solely of 1,000,000 1,000 shares of a single class of common stock, $1.00 .01 par value, of which 1,000 shares have been issued and are outstanding as of the date of this Agreement. Each of the shares of the capital stock of PTW ITS Supply & Logistics Inc. issued and outstanding as of the date hereof has been duly authorized and validly issued and is fully paid and non-assessable. None of the shares of the issued and outstanding capital stock of PTW ITS Supply & Logistics Inc. has been issued in violation of shareholder preemptive rights. PTW ITS Supply & Logistics Inc. has no issued or outstanding equity securities, debt securities or other instruments which are convertible into or exchangeable for at any time into equity securities of PTWITS Supply & Logistics Inc. (g) The authorized capital stock of ITS Drilling Services Inc. consists solely of 1,000 shares of a single class of common stock, $.01 par value, of which 1,000 shares have been issued and are outstanding as of the date of this Agreement. Each of the shares of the capital stock of ITS Drilling Services Inc. issued and outstanding as of the date hereof has been duly authorized and validly issued and is fully paid and non-assessable. None of the shares of the issued and outstanding capital stock of ITS Drilling Services Inc. has been issued in violation of shareholder preemptive rights. ITS Drilling Services Inc. has no issued or outstanding equity securities, debt securities or other instruments which are convertible into or exchangeable for at any time into equity securities of ITS Drilling Services Inc. (h) The authorized capital stock of ITS Environmental Services Inc. consists solely of 1,000 shares of a single class of common stock, $.01 par value, of which 100 shares have been issued and are outstanding as of the date of this Agreement. Each of the shares of the capital stock of ITS Environmental Services Inc. issued and outstanding as of the date hereof has been duly authorized and validly issued and is fully paid and non- assessable. None of the shares of the issued and outstanding capital stock of ITS Environmental Services Inc. has been issued in violation of shareholder preemptive rights. ITS Environmental Services Inc. has no issued or outstanding equity securities, debt securities or other instruments which are convertible into or exchangeable for at any time into equity securities of ITS Environmental Services Inc. (i) The authorized capital stock of ITS Engineered Systems Inc. consists solely of 3,000 shares of a single class of common stock, no par value, of which 1,000 shares have been issued and are outstanding as of the date of this Agreement. Each of the shares of the capital stock of ITS Engineered Systems Inc. issued and outstanding as of the date hereof has been duly authorized and validly issued and is fully paid and non-assessable. None of the shares of the issued and outstanding capital stock of ITS Engineered Systems Inc. has been issued in violation of shareholder preemptive rights. ITS Engineered Systems Inc. has no issued or outstanding equity securities, debt securities or other instruments which are convertible into or exchangeable for at any time into equity securities of ITS Engineered Systems Inc. (j) The authorized capital stock of New London (WSI) Inc. consists solely of 10,000 shares of a single class of common stock, $0.01 par value, of which 10,000 shares have been issued and are outstanding as of the date of this Agreement. Each of the shares of the capital stock of New London (WSI) Inc. issued and outstanding as of the date hereof has been duly authorized and validly issued and is fully paid and non-assessable. None of the shares of the issued and outstanding capital stock of New London (WSI) Inc. has been issued in violation of shareholder preemptive rights. New London (WSI) Inc. has no issued or outstanding equity securities, debt securities or other instruments which are convertible into or exchangeable for at any time into equity securities of New London (WSI) Inc. (k) The authorized capital stock of ITS Water Technologies Inc. consists solely of 1,000 shares of a single class of common stock, $.01 par value, of which 1,000 shares have been issued and are outstanding as of the date of this Agreement. Each of the shares of the capital stock of ITS Water Technologies Inc. issued and outstanding as of the date hereof has been duly authorized and validly issued and is fully paid and non-assessable. None of the shares of the issued and outstanding capital stock of ITS Water Technologies Inc. has been issued in violation of shareholder preemptive rights. ITS Water Technologies Inc. has no issued or outstanding equity securities, debt securities or other instruments which are convertible into or exchangeable for at any time into equity securities of ITS Water Technologies Inc. (l) The authorized capital stock of ITS UK consists solely of 100 ordinary shares, (Pounds)1.00 par value, of which 2 shares have been issued and are outstanding as of the date of this Agreement and 25,500,000 Ordinary Shares, $1.00 par value, of which 4,750,000 shares have been issued and are outstanding as of the date of this Agreement. Each of the shares of the capital stock of ITS UK issued and outstanding as of the date hereof has been duly authorized and validly issued and is fully paid and non-assessable. None of the shares of the issued and outstanding capital stock of ITS UK has been issued in violation of shareholder preemptive rights. ITS UK has no issued or outstanding equity securities, debt securities or other instruments which are convertible into or exchangeable for at any time into equity securities of ITS UK. (m) The authorized capital stock of ITS Drilling Services Limited consists solely of 1,000,000 ordinary shares, (Pounds)1.00 par value, of which 1,000,000 shares have been issued and are outstanding as of the date of this Agreement. Each of the shares of the capital stock of ITS Drilling Services Limited issued and outstanding as of the date hereof has been duly authorized and validly issued and is fully paid and non-assessable. None of the shares of the issued and outstanding capital stock of ITS Drilling Services Limited has been issued in violation of shareholder preemptive rights. ITS Drilling Services Limited has no issued or outstanding equity securities, debt securities or other instruments which are convertible into or exchangeable for at any time into equity securities of ITS Drilling Services Limited. (n) The authorized capital stock of International Tool & Supply Nigeria Limited consists solely of 2,000,000 shares of a single class of common stock, N1.00 par value, of which 2,000,000 shares have been issued and are outstanding as of the date of this Agreement. Each of the shares of the capital stock of International Tool & Supply Nigeria Limited issued and outstanding as of the date hereof has been duly authorized and validly issued and is fully paid and non-assessable. None of the shares of the issued and outstanding capital stock of International Tool & Supply Nigeria Limited has been issued in violation of shareholder preemptive rights. International Tool & Supply Nigeria Limited has no issued or outstanding equity securities, debt securities or other instruments which are convertible into or exchangeable for at any time into equity securities of International Tool & Supply Nigeria Limited. (o) The authorized capital stock of ITS Engineered Systems (Venezuela) S.A. consists solely of 500,000 shares of a single class of common stock, Bs 1,000 par value, of which 5,000 shares have been issued and are outstanding as of the date of this Agreement. Each of the shares of the capital stock of ITS Engineered Systems (Venezuela) S.A. issued and outstanding as of the date hereof has been duly authorized and validly issued and is fully paid and non-assessable. None of the shares of the issued and outstanding capital stock of ITS Engineered Systems (Venezuela) S.A. has been issued in violation of shareholder preemptive rights. ITS Engineered Systems (Venezuela) S.A. has no issued or outstanding equity securities, debt securities or other instruments which are convertible into or exchangeable for at any time into equity securities of ITS Engineered Systems (Venezuela) S.A. (p) The authorized capital stock of ITS Drilling Services Pte Limited consists solely of 5,000 shares of a single class of common stock, S$2.00 par value, of which 241,000 shares have been issued and are outstanding as of the date of this Agreement. Each of the shares of the capital stock of ITS Drilling Services Pte Limited issued and outstanding as of the date hereof has been duly authorized and validly issued and is fully paid and non-assessable. None of the shares of the issued and outstanding capital stock of ITS Drilling Services Pte Limited has been issued in violation of shareholder preemptive rights. ITS Drilling Services Pte Limited has no issued or outstanding equity securities, debt securities or other instruments which are convertible into or exchangeable for at any time into equity securities of ITS Drilling Services Pte Limited.