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, issued and outstanding capital stock of each of the Companies and the par value per share of such capital stock is set forth on the CAPITAL STOCK AND RELATED MATTERS SCHEDULE attached hereto. Each Seller is the record owner of, and has good and marketable title to, all of the outstanding shares of common stock of the Companies set forth opposite such Seller's name on the SCHEDULE OF SELLERS, 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. None of the Companies has outstanding any stock, equity or other securities convertible or exchangeable for any 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. None of the Companies is 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. None of the Companies has 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 Companies' capital stock have been duly authorized, validly issued and are fully paid and nonassessable. Except as set forth on the CAPITAL STOCK AND RELATED MATTERS SCHEDULE attached hereto, there are no agreements between the Companies' stockholders with respect to the voting or transfer of the Companies' capital stock, or with respect to any other aspect of the Companies' affairs.

CAPITAL STOCK AND RELATED MATTERS; TITLE TO SHARES. The entire authorized, issued and outstanding authorized capital stock of each the Company consists of the Companies and the 50,000 shares of common stock, $0.20 par value per share share, of such capital stock is which 32,500 shares are issued and outstanding. Except as set forth on the CAPITAL STOCK AND RELATED MATTERS SCHEDULE attached hereto. Each Seller is CAPITALIZATION SCHEDULE, Sellers are the record owner owners of, and has have good and marketable title to, all of the outstanding shares of common stock of the Companies set forth opposite such Seller's name on the SCHEDULE OF SELLERS, 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. None of the Companies has The Company does not have outstanding any stock, equity stock 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. None of the Companies 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. None of the Companies 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 Companies' Company's capital stock have been duly authorized, validly issued and are fully paid and nonassessable. Except as set forth on the CAPITAL STOCK AND RELATED MATTERS SCHEDULE attached hereto, there There are no agreements between the Companies' stockholders Company's shareholders with respect to the voting or transfer of the Companies' Company's capital stock, stock or with respect to any other aspect of the Companies' Company's affairs.

CAPITAL STOCK AND RELATED MATTERS; TITLE TO SHARES. The entire authorized, issued and outstanding authorized capital stock of each Xxxxxx Xxxxxx consists of the Companies and the 100 shares of common stock, $10.00 par value per share share, of such which 100 shares are issued and outstanding. The entire authorized capital stock is set forth on the CAPITAL STOCK AND RELATED MATTERS SCHEDULE attached heretoof M&P consists of 2,500 shares of common stock, no par value per share, of which 100 shares are issued and outstanding. Each Seller is the record owner of, and has good and marketable title to, all of the outstanding shares of common stock of the Companies set forth opposite such Seller's name on the SCHEDULE OF SELLERS, 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. None of the Companies has outstanding any stock, equity stock 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. None of the Companies is 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. None of the Companies has 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 Companies' capital stock have been duly authorized, validly issued and are fully paid and nonassessable. Except as set forth on the CAPITAL STOCK AND RELATED MATTERS SCHEDULE attached hereto, there are no agreements between the Companies' stockholders shareholders with respect to the voting or transfer of the Companies' capital stock, stock or with respect to any other aspect of the Companies' affairs.

CAPITAL STOCK AND RELATED MATTERS; TITLE TO SHARES. The entire authorizedauthorized capital stock of the Company consists of 10,000,000 shares of Class A Common Stock, no par value per share, of which 2,450,000 shares are issued and outstanding capital stock and 2,000,000 shares of each of the Companies and the Class B Non-Voting Common Stock, no par value per share share, of such capital stock is set forth on the CAPITAL STOCK AND RELATED MATTERS SCHEDULE attached heretowhich 687,617 shares are issued and outstanding. Each Seller is Sellers together constitute all of the record owner owners of, and has have good and marketable title to, all of the outstanding shares of common stock of the Companies Company, free and clear of all Encumbrances. Each Seller is the record owner of and has good and marketable title to, the shares of common stock of the Company set forth opposite such Seller's name on the SCHEDULE OF SELLERS, 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. None of the Companies has The Company does not have outstanding any stock, equity stock 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. None of the Companies 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. None of the Companies 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 Companies' Company's capital stock have been duly authorized, validly issued and are fully paid and nonassessable. Except as set forth on the CAPITAL STOCK AND RELATED MATTERS SCHEDULE attached heretoSCHEDULE, there are no agreements between the Companies' stockholders Company's shareholders with respect to the voting or transfer of the Companies' Company's capital stock, stock or with respect to any other aspect of the Companies' Company's affairs.

CAPITAL STOCK AND RELATED MATTERS; TITLE TO SHARES. The entire authorized, issued and outstanding capital stock of each authorized Capital Stock of the Companies and the par value per share Company consists of such capital stock is set forth on the CAPITAL STOCK AND RELATED MATTERS SCHEDULE attached hereto. Each Seller is the record owner of, and has good and marketable title to, all of the outstanding 25,000 shares of common stock stock, par value $0.0001 per share ("Class A Shares") and 25,000 shares of Class B non-voting common stock, par value $0.0001 per share ("Class B Shares"), of which 14,758 Class A Shares and 1,000 Class B Shares are issued and outstanding. 14,758 Class A Shares of the Companies set forth opposite such Capital Stock of the Company are held beneficially and of record by the Seller's name on , free and clear of all Encumbrances. 500 Class B Shares of the SCHEDULE OF SELLERSCapital Stock of the Company are held beneficially and of record by the Xxxxxx, free and clear of all Encumbrances. 500 Class B Shares of the Capital Stock of the Company are held beneficially and of record by Mackenzie, free and clear of all Encumbrances. At the Closing, Sellers the Seller, Xxxxxx and Xxxxxxxxx shall each sell to Buyer good and marketable valid title to the its Shares, free and clear of all Encumbrances. None of the Companies has The Company does not have outstanding any stock, equity stock or other securities convertible or exchangeable for any capital stock, 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, stock or any stock or securities convertible into or exchangeable for its capital stock, Capital Stock or any stock appreciation rights or phantom stock plan. None of the Companies 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 Capital Stock or any warrants, options or other rights to acquire its capital stockCapital Stock. None of the Companies The Company has not violated any foreign, federal or state securities laws in connection with the offer, sale or issuance of its capital stockCapital Stock. All of the outstanding shares of the Companies' capital stock Company's Capital Stock have been duly authorized, validly issued and are fully paid and nonassessable. Except for the stockholders' agreement dated as set forth on of December 21, 2007 among the CAPITAL STOCK AND RELATED MATTERS SCHEDULE attached heretoCompany, the Seller, Xxxxxx and Mackenzie, there are no agreements between the Companies' stockholders Company's shareholders with respect to the voting or transfer of the Companies' capital stock, Company's Capital Stock or with respect to any other aspect of the Companies' Company's affairs. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which any shareholders of the Company may vote.