Common use of CAPITAL STOCK OF MARINEMAX AND NEWCO Clause in Contracts

CAPITAL STOCK OF MARINEMAX AND NEWCO. The authorized capital stock of MARINEMAX and NEWCO is as set forth in Sections 1.4(ii) and (iii), respectively. All of the issued and outstanding shares of the capital stock of NEWCO are owned by MARINEMAX and all of the issued and outstanding shares of the capital stock of MARINEMAX are owned by the persons set forth on Schedule 6.3 hereof, in each case, free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of MARINEMAX and NEWCO have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by MARINEMAX and the persons set forth on Schedule 6.3, respectively, and further, such shares were offered, issued, sold and delivered by MARINEMAX and NEWCO in compliance with applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder of MARINEMAX or NEWCO.