Common use of CAPITAL STOCK AND RELATED MATTERS; TITLE TO SHARES Clause in Contracts

CAPITAL STOCK AND RELATED MATTERS; TITLE TO SHARES. The entire authorized capital stock of the Company consists of 50,000 shares of common stock, $0.20 par value per share, of which 32,500 shares are issued and outstanding. Except as set forth on the CAPITALIZATION SCHEDULE, Sellers are the record owners of, and have good and marketable title to, all of the outstanding shares of common stock of the Company free and clear of all Encumbrances. Each Seller owns the number of Shares set forth opposite his name on the SCHEDULE OF SELLERS attached hereto. At the Closing, Sellers shall sell to Buyer good and marketable title to the Shares, free and clear of all Encumbrances. The Company does not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plan. The Company is not subject to any option or obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock. The Company has not violated any federal or state securities laws in connection with the offer, sale or issuance of its capital stock. All of the outstanding shares of the Company's capital stock have been validly issued and are fully paid and nonassessable. There are no agreements between the Company's shareholders with respect to the voting or transfer of the Company's capital stock or with respect to any other aspect of the Company's affairs.

CAPITAL STOCK AND RELATED MATTERS; TITLE TO SHARES. The entire authorized authorized, issued and outstanding capital stock of each of the Company consists of 50,000 shares of common stock, $0.20 Companies and the par value per share, share of which 32,500 shares are issued and outstanding. Except as such capital stock is set forth on the CAPITALIZATION SCHEDULE, Sellers are CAPITAL STOCK AND RELATED MATTERS SCHEDULE attached hereto. Each Seller is the record owners owner of, and have has good and marketable title to, all of the outstanding shares of common stock of the Company Companies set forth opposite such Seller's name on the SCHEDULE OF SELLERS, free and clear of all Encumbrances. Each Seller owns the number of Shares set forth opposite his name on the SCHEDULE OF SELLERS attached hereto. At the Closing, Sellers shall sell to Buyer good and marketable title to the Shares, free and clear of all Encumbrances. The Company does not have None of the Companies has outstanding any stock stock, equity or other securities convertible or exchangeable for any shares of its capital stock stock, or containing any profit participation features, nor any rights or options to subscribe for or to purchase its capital stock stock, or any stock or securities convertible into or exchangeable for its capital stock stock, or any stock appreciation rights or phantom stock plan. The Company None of the Companies is not subject to any option or obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock. The Company None of the Companies has not violated any federal or state securities laws in connection with the offer, sale or issuance of its capital stock. All of the outstanding shares of the Company's Companies' capital stock have been duly authorized, validly issued and are fully paid and nonassessable. There Except as set forth on the CAPITAL STOCK AND RELATED MATTERS SCHEDULE attached hereto, there are no agreements between the Company's shareholders Companies' stockholders with respect to the voting or transfer of the Company's Companies' capital stock stock, or with respect to any other aspect of the Company's Companies' affairs.

CAPITAL STOCK AND RELATED MATTERS; TITLE TO SHARES. The entire authorized capital stock of the Company consists of 50,000 10,000,000 shares of common stockClass A Common Stock, $0.20 no par value per share, of which 32,500 2,450,000 shares are issued and outstanding and 2,000,000 shares of Class B Non-Voting Common Stock, no par value per share, of which 687,617 shares are issued and outstanding. Except as set forth on the CAPITALIZATION SCHEDULE, Sellers are together constitute all of the record owners of, and have good and marketable title to, all of the outstanding shares of common stock of the Company Company, free and clear of all Encumbrances. Each Seller owns is the number record owner of Shares and has good and marketable title to, the shares of common stock of the Company set forth opposite his such Seller's name on the SCHEDULE OF SELLERS attached heretoSELLERS, free and clear of all Encumbrances. At the Closing, Sellers shall sell to Buyer good and marketable title to the Shares, free and clear of all Encumbrances. The Company does not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plan. The Company is not subject to any option or obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock. The Company has not violated any federal or state securities laws in connection with the offer, sale or issuance of its capital stock. All Except as set forth on the CAPITAL STOCK SCHEDULE, all of the outstanding shares of the Company's capital stock have been validly issued and are fully paid and nonassessable. There Except as set forth on the CAPITAL STOCK SCHEDULE, there are no agreements between the Company's shareholders with respect to the voting or transfer of the Company's capital stock or with respect to any other aspect of the Company's affairs.

CAPITAL STOCK AND RELATED MATTERS; TITLE TO SHARES. The entire authorized capital stock of the Company Xxxxxx Xxxxxx consists of 50,000 100 shares of common stock, $0.20 10.00 par value per share, of which 32,500 100 shares are issued and outstanding. Except as set forth on the CAPITALIZATION SCHEDULEThe entire authorized capital stock of M&P consists of 2,500 shares of common stock, Sellers no par value per share, of which 100 shares are issued and outstanding. Each Seller is the record owners owner of, and have has good and marketable title to, all of the outstanding shares of common stock of the Company Companies set forth opposite such Seller's name on the SCHEDULE OF SELLERS, free and clear of all Encumbrances. Each Seller owns the number of Shares set forth opposite his name on the SCHEDULE OF SELLERS attached hereto. At the Closing, Sellers shall sell to Buyer good and marketable title to the Shares, free and clear of all Encumbrances. The Company does not have None of the Companies has outstanding any stock or other securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plan. The Company None of the Companies is not subject to any option or obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock. The Company None of the Companies has not violated any federal or state securities laws in connection with the offer, sale or issuance of its capital stock. All of the outstanding shares of the Company's Companies' capital stock have been duly authorized, validly issued and are fully paid and nonassessable. There Except as set forth on the CAPITAL STOCK AND RELATED MATTERS SCHEDULE attached hereto, there are no agreements between the Company's Companies' shareholders with respect to the voting or transfer of the Company's Companies' capital stock or with respect to any other aspect of the Company's Companies' affairs.