Common use of Capital Stock of the Company and the Subsidiaries Clause in Contracts

Capital Stock of the Company and the Subsidiaries. (a) The authorized capital stock of the Company consists of (i) 10,000,000 shares of Class A Common Stock, par value $.01 per share, of which 2,137,591 shares, constituting the Shares, are issued and outstanding, (ii) 1,000,000 shares of Class B Common Stock, par value $.01 per share, which are unissued and (iii) 5,000,000 shares of Class C Common Stock, par value $.01 per share, which are unissued. Except for the Shares, there are no shares of capital stock or other equity securities of the Company issued, reserved for issuance or outstanding. Schedule 3.02(i) sets forth for each Subsidiary the amount of its authorized capital stock or other equity interests, the amount of its outstanding capital stock or other equity interests and the record and beneficial owners of its outstanding capital stock or other equity interests. Except as set forth in Schedule 3.02(a), there are no shares of capital stock or other equity interests of any Subsidiary issued, reserved for issuance or outstanding. The Shares are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Minnesota Business Corporation Act, the certificate of incorporation or by-laws of the Company or any Contract to which the Company is a party or otherwise bound. All the outstanding shares of capital stock or other equity interests of each Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Minnesota Business Corporation Act, the Delaware General Corporation Law or any other Applicable Law, the certificate of incorporation or by-laws (or comparable governing instruments) of such Subsidiary or any Contract to which such Subsidiary is a party or otherwise bound. The Company has good and valid title to all such shares and interests, free and clear, except as set forth in Schedule 3.02(a), of all Liens. There are no outstanding bonds, debentures, notes or other indebtedness of the Company or any Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Shares or shares of capital stock of or other equity interests of any Subsidiary may vote (“Voting Company Debt”). There are no outstanding options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units or Contracts to which the Company or any Subsidiary is a party or by which any of them is bound (i) obligating the Company or any Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any Subsidiary or any Voting Company Debt, (ii) obligating the Company or any Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security or Contract or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Shares or any such capital stock or other equity interests. (b) Except for its interests in the Subsidiaries, the Company does not own, directly or indirectly, any capital stock, membership interest, partnership interest or other equity interest in any person.

Capital Stock of the Company and the Subsidiaries. (a) The ------------------------------------------------- authorized capital stock of the Company consists of (i) 10,000,000 twelve hundred (1,200) shares of voting Class A Common Stock, - $100 par value common stock, (ii) two thousand (2,000) shares of non-voting Class B $.01 per share, 100 par value common stock. The Estate owns 245.756 shares of which 2,137,591 sharesthe Class A-$100 par value common stock. The Estate and the other stockholders collectively own 940.659 shares of the Class B common stock. All of such issued stock, constituting the Shares, are duly authorized and validly issued and outstanding, (ii) 1,000,000 shares fully paid and nonassessable. A table showing the stockholdings of Class B Common Stockall Sellers is attached hereto as Schedule 6.05 and made a part hereof. Schedule 6.05 sets forth all of the issued and outstanding capital stock and equity securities of the Company, par value $.01 per share, which are unissued and (iii) 5,000,000 shares of Class C Common Stock, par value $.01 per share, which are unissued. Except for the Shares, there are no other shares of capital stock or other equity securities of the Company issued, reserved for issuance or outstanding. Schedule 3.02(i) sets forth for each Subsidiary the amount of its authorized capital stock or other equity interests, the amount of its outstanding capital stock or other equity interests and the record and beneficial owners of its outstanding capital stock or other equity interests. Except as set forth in Schedule 3.02(a)6.05, the Shares have not been issued in violation of, and none of the Shares are subject to, any purchase option, call, right of first refusal, preemptive, subscription or similar rights under any applicable Law, the Restated Certificate of Incorporation or By-laws of the Company, any contract, agreement or instrument to which the Company is subject, bound or a party or otherwise. Except as otherwise set forth in Schedule 6.05, there are no not any outstanding warrants, options, rights, "phantom" stock rights, agreements, convertible or exchangeable securities or other commitments (other than this Agreement) pursuant to which any of the Sellers or the Company is or may become obligated to issue, sell, purchase, return or redeem any shares of capital stock or other securities of the Company. Except as set forth in Schedule 6.05, there are no equity interests securities of any Subsidiary issued, the Company reserved for issuance for any purpose. Except for the note held by Xxxx Xxxxx Xxxx (to be satisfied by Sellers at Closing), or outstanding. The Shares are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Minnesota Business Corporation Act, the certificate of incorporation or by-laws of the Company or any Contract to which the Company is a party or otherwise bound. All the outstanding shares of capital stock or other equity interests of each Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Minnesota Business Corporation Act, the Delaware General Corporation Law or any other Applicable Law, the certificate of incorporation or by-laws (or comparable governing instruments) of such Subsidiary or any Contract to which such Subsidiary is a party or otherwise bound. The Company has good and valid title to all such shares and interests, free and clear, except as set forth in Schedule 3.02(a)6.05, of all Liens. There there are no not any outstanding bonds, debentures, notes or other indebtedness of the Company or any Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders stockholders of Shares or shares of capital stock of or other equity interests of any Subsidiary may vote (“Voting Company Debt”). There are no outstanding options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units or Contracts to which the Company or any Subsidiary is a party or by which any of them is bound (i) obligating the Company or any Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any Subsidiary or any Voting Company Debt, (ii) obligating the Company or any Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security or Contract or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Shares or any such capital stock or other equity interestsmay vote. (b) Except for its interests in the Subsidiaries, the Company does not own, directly or indirectly, any capital stock, membership interest, partnership interest or other equity interest in any person.

Capital Stock of the Company and the Subsidiaries. (a) The authorized capital stock of the Company consists of (i) 10,000,000 20,000 shares of Class A Common Stock, no par value $.01 per sharevalue, of which 2,137,591 8,000 shares, constituting the Shares, are issued and outstanding, (ii) 1,000,000 shares of Class B Common Stock, par value $.01 per share, which are unissued and (iii) 5,000,000 shares of Class C Common Stock, par value $.01 per share, which are unissued. Except for the Shares, there are no shares of capital stock or other equity securities of the Company issued, reserved for issuance or outstanding. Schedule 3.02(i3.01(c) sets forth for each Subsidiary the amount of its authorized capital stock or other equity interestsstock, the amount of its outstanding capital stock or other equity interests and the record and beneficial owners of its outstanding capital stock or other equity interestsstock. Except as set forth in Schedule 3.02(a3.01(c), there are no shares of capital stock or other equity interests securities of any Subsidiary issued, reserved for issuance or outstanding. The Shares are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Minnesota Business Delaware General Corporation ActLaw, the certificate of incorporation or by-laws of the Company or any Contract to which the Company is a party or otherwise bound. All the outstanding shares of capital stock or other equity interests of each Subsidiary have been duly authorized and validly issued, issued and are fully paid and nonassessable and are not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Minnesota Business Corporation Act, the Delaware General Corporation Law or any other Applicable Law, the certificate of incorporation or by-laws (or comparable governing instruments) of such Subsidiary or any Contract to which such Subsidiary is a party or otherwise bound. The Company has good and valid title to all such shares and interests, free and clear, except as set forth in Schedule 3.02(a), of all Liensnonassessable. There are no outstanding not any bonds, debentures, notes or other indebtedness of the Company or any Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Shares or shares of capital stock of or other equity interests of any Subsidiary may vote (“Voting Company Debt”). There Except as set forth on Schedule 3.02(a), there are no outstanding not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units units, commitments, Contracts, arrangements or Contracts undertakings of any kind to which the Company or any Subsidiary is a party or by which any of them is bound (i) obligating the Company or any Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any Subsidiary or any Voting Company Debt, (ii) obligating the Company or any Subsidiary to issue, grant, extend grant or enter into any such option, warrant, call, right, security security, “phantom” stock right, stock appreciation right, stock-based performance unit, commitment, Contract, arrangement or Contract undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Shares Shares. There are not any outstanding contractual obligations of the Company or any such Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or other equity interestsany Subsidiary. (b) Except for its interests in the SubsidiariesSubsidiaries and except for the ownership interests set forth in Schedule 3.02(b), the Company does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in or any personright (contingent or otherwise) to acquire the same.

Capital Stock of the Company and the Subsidiaries. (a) The As of the date of this Agreement, the authorized share capital stock of the Company consists of (i) 10,000,000 12,000 shares of Class A Common Stockcommon stock, par value $.01 1.00 per shareshare (the “Common Shares”), of which 2,137,591 shares, constituting the Shares, 12,000 Common Shares are issued and outstanding, (ii) 1,000,000 shares outstanding as of Class B Common Stock, par value $.01 per share, which are unissued and (iii) 5,000,000 shares of Class C Common Stock, par value $.01 per share, which are unissuedthe date hereof. Except for the Common Shares, there are no shares other classes of capital stock or other equity securities of the Company issued, reserved for issuance or outstanding. Schedule 3.02(i) sets forth for each Subsidiary the amount of its authorized capital stock or other equity interests, the amount of its outstanding capital stock or other equity interests and the record and beneficial owners of its outstanding capital stock or other equity interests. Except as set forth in Schedule 3.02(a), there are no shares of capital stock or other equity interests of any Subsidiary issued, reserved for issuance or outstanding. The Common Shares are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Minnesota Business Corporation Act, the certificate of incorporation or by-laws of the Company or any Contract to which the Company is a party or otherwise bound. All the outstanding shares of capital stock or other equity interests of each Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Minnesota Business Corporation ActCompanies Xxx 0000 of Bermuda, the Delaware General Corporation Law Company Memorandum of Association or any other Applicable Law, the certificate of incorporation or byCompany Bye-laws (or comparable governing instruments) of such Subsidiary Laws or any Contract to which such Subsidiary the Company is a party or otherwise bound. The Company has good and valid title to all such shares and interests, free and clear, except as set forth in Schedule 3.02(a), of all Liens. There are no outstanding not any bonds, debentures, notes or other indebtedness of the Company or any Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of the Common Shares or shares of capital stock of or other equity interests of any Subsidiary may vote (“Voting Company Debt”). There As of the date of this Agreement, there are no outstanding not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units units, commitments, Contracts, arrangements or Contracts undertakings of any kind to which the Company is a party or by which it is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional Common Shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Voting Company Debt or (ii) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company. (b) As of the date of this Agreement, Section 3.02(b) of the Company Disclosure Letter sets forth for each Subsidiary the amount of its authorized capital stock, the amount of its outstanding capital stock and the record and beneficial owners of its outstanding capital stock. As of the date of this Agreement, except as set forth in Section 3.02(b) of the Company Disclosure Letter, there are no shares of capital stock or other equity securities of any Subsidiary issued, reserved for issuance or outstanding. The Company, directly or indirectly, owns all of the outstanding shares of capital stock of each of the Subsidiaries. All the outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable. Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which any Subsidiary is a party or by which any of them Subsidiary is bound (i) obligating the Company or any Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any Subsidiary or any Voting Company Debt, (ii) obligating the Company or any Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security security, commitment, Contract, arrangement or Contract undertaking. As of the date of this Agreement, there are no restrictions on the sale or (iii) that give any person transfer of the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Common Shares or any such the capital stock or other equity interests. (b) Except for its interests in of the Subsidiaries, subject to obtaining regulatory approvals. As of the Company does date of this Agreement, there are not ownany outstanding contractual obligations of any Subsidiary to repurchase, directly redeem or indirectly, otherwise acquire any shares of capital stock, membership interest, partnership interest or other equity interest in stock of any personSubsidiary.

Capital Stock of the Company and the Subsidiaries. (a) The -------------------------------------------------- authorized capital stock of the Company consists on the Closing Date will consist of (i) 10,000,000 shares of Class A Common Stock, par value $.01 per share, of which 2,137,591 sharesthe 3,000,000 Seller Shares will be duly authorized, constituting validly issued, outstanding and fully paid and nonassessable. Seller is the record and beneficial owner of the Seller Shares, are issued and outstanding, (ii) 1,000,000 shares of Class B Common Stock, par value $.01 per share, which are unissued and (iii) 5,000,000 shares of Class C Common Stock, par value $.01 per share, which are unissued. Except for the Seller Shares, no shares of capital stock or other equity securities of the Company are or will be outstanding prior to and on the Closing Date. Schedule 4(e) sets forth for each Subsidiary the amount of its authorized capital stock, the amount of its outstanding capital stock and the record and beneficial owners of its outstanding capital stock. All the outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable. The Company is the record and beneficial owner of the capital stock of each Subsidiary, free and clear of any liens, claims, or encumbrances or other restrictions of any kind. Except as set forth in Schedule 4(e), there are no shares of capital stock or other equity securities of the Company issued, reserved for issuance or any Subsidiary outstanding. Schedule 3.02(i) sets forth for each Subsidiary Neither the amount of its authorized capital stock or other equity interests, the amount of its outstanding capital stock or other equity interests and the record and beneficial owners of its outstanding capital stock or other equity interests. Except as set forth in Schedule 3.02(a), there are no Seller Shares nor any shares of capital stock or other equity interests of any Subsidiary issued, reserved for issuance or outstanding. The Shares are duly authorized, validly issued, fully paid and nonassessable and not subject to or have been issued in violation of, and none of the Seller Shares or such shares of capital stock are subject to, any purchase option, call call, right of first refusal, preemptive, subscription or similar rights under any provision of applicable law, the Certificate of Incorporation or By-laws of the Company or the comparable governing instruments of any Subsidiary or any contract, agreement or instrument to which the Seller, the Company or any Subsidiary is subject, bound or a party or otherwise. The Seller Shares are not subject to any purchase option, call, right of first refusal, preemptive right, subscription right or any similar right rights under any provision of the Minnesota Business Corporation Actapplicable law, the certificate Certificate of incorporation Incorporation or byBy-laws of the Company or any Contract to which the Company is a party Subsidiary, any contract, agreement or otherwise bound. All the outstanding shares of capital stock or other equity interests of each Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Minnesota Business Corporation Act, the Delaware General Corporation Law or any other Applicable Law, the certificate of incorporation or by-laws (or comparable governing instruments) of such Subsidiary or any Contract to which such Subsidiary is a party or otherwise bound. The Company has good and valid title to all such shares and interests, free and clear, except as set forth in Schedule 3.02(a), of all Liens. There are no outstanding bonds, debentures, notes or other indebtedness of the Company or any Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Shares or shares of capital stock of or other equity interests of any Subsidiary may vote (“Voting Company Debt”). There are no outstanding options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units or Contracts instrument to which the Company or any Subsidiary is a party subject or by bound. There are no options, rights, warrants or other commitments (other than pursuant to this Agreement and the financing contemplated hereby) pursuant to which any of them is bound (i) obligating the Seller, the Company or any Subsidiary is or may become obligated to issue, deliver or sell, or cause to be issued, delivered or sold, additional issue any shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock securities of or other equity interest in, the Company or any Subsidiary. Except as set forth in Schedule 4(e), there are no outstanding debt securities having the right to vote on any matters on which stockholders of any Subsidiary or any Voting Company Debt, (ii) obligating the Company or any Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security or Contract or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Shares or any such capital stock or other equity interestsmay vote. (b) Except for its interests in the Subsidiaries, the Company does not own, directly or indirectly, any capital stock, membership interest, partnership interest or other equity interest in any person.

Capital Stock of the Company and the Subsidiaries. (a) The authorized capital stock Seller is the legal and beneficial owner of the Company consists of (i) 10,000,000 shares of Class A Common Stock, par value $.01 per share, of which 2,137,591 shares, constituting the Shares, are issued and outstanding, (ii) 1,000,000 shares of Class B Common Stock, par value $.01 per share, which are unissued and (iii) 5,000,000 shares of Class C Common Stock, par value $.01 per share, which are unissued. Except for the Shares, there are no shares of capital stock or other equity securities of the Company issued, reserved for issuance issuance, held as treasury stock or outstanding. Schedule 3.02(i3.2(a) sets forth for each Subsidiary the amount of its authorized capital stock or other equity interestsstock, the amount of its outstanding capital stock or other equity interests and the record and beneficial owners of its outstanding capital stock or other equity interestsstock. Except as set forth in on Schedule 3.02(a3.2(a), there are no shares of capital stock or other equity interests securities of any Subsidiary issued, reserved for issuance issuance, held as treasury stock or outstanding. The Neither the Shares are duly authorized, validly issued, fully paid and nonassessable and not subject to or nor any shares of capital stock of any Subsidiary have been issued in violation of, and none of the Shares or such shares of capital stock are subject to, any purchase option, warrant, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Minnesota Business Corporation Act, the certificate deed of incorporation or by-laws articles of association of the Company or any Subsidiary or any Contract to which the Company or any Subsidiary or Seller is a party or otherwise bound. Except as set forth in Schedule 3.2(a), the Company has good and valid title to all the outstanding shares of capital stock of each Subsidiary, free and clear of all Encumbrances. All the outstanding shares of capital stock or other equity interests of each Subsidiary have been duly authorized and validly issued, issued and are fully paid and nonassessable and are not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Minnesota Business Corporation Act, the Delaware General Corporation Law or any other Applicable Law, the certificate of incorporation or by-laws (or comparable governing instruments) of such Subsidiary or any Contract to which such Subsidiary is a party or otherwise bound. The Company has good and valid title to all such shares and interests, free and clear, except as set forth in Schedule 3.02(a), of all Liensnonassessable. There are no outstanding not any bonds, debentures, notes or other indebtedness of the Company or any Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which equity holders of Shares or shares of capital stock of or other equity interests of any Subsidiary may vote (“Voting Company Debt”). There Except as set forth in Schedule 3.2(a), there are no outstanding not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units units, commitments, Contracts, arrangements or Contracts undertakings of any kind to which Seller, the Company or any Subsidiary is a party or by which any of them is bound (i) obligating Seller, the Company or any Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional Table of Contents shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, in the Company or of any Subsidiary or any Voting Company Debt, (ii) obligating Seller, the Company or any Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security security, commitment, Contract, arrangement or Contract undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring accruing to holders equity holders. As of Shares the date of this Agreement, there are not any outstanding contractual obligations of the Company or any such Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or other equity interestsany Subsidiary. (b) Except for its interests in JCF Group SAS, JCF Italia S.r.l, JCF Information (Asia) Pte Limited, JCF Group, Inc., JCF Partners Limited, JCF International Limited and JCF Development Limited (each a Subsidiary and collectively, the Subsidiaries) and except for the ownership interests set forth on Schedule 3.2(a), the Company does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person. No Subsidiary owns, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.

Capital Stock of the Company and the Subsidiaries. (a) The authorized capital stock of the Company consists of (i) 10,000,000 100,000 shares of Class A Common Stockcommon stock, par value $.01 0.01 per share, of which 2,137,591 shares(i) as of the date hereof, constituting the Shares, 3,573 shares are issued and outstanding, outstanding and (ii) 1,000,000 shares of Class B Common Stock, par value $.01 per share, which are unissued and (iii) 5,000,000 shares of Class C Common Stock, par value $.01 per share, which are unissued. Except for the Shares, there are no shares of capital stock or other equity securities as of the Company issuedClosing Date, reserved for issuance or 5,589 shares will be issued and outstanding. Schedule 3.02(i) sets forth for each Subsidiary The Shares are held as of the amount date hereof, and will be held as of its authorized capital stock or other equity intereststhe Closing Date, by the amount of its outstanding capital stock or other equity interests Persons and in the record and beneficial owners of its outstanding capital stock or other equity interests. Except as amounts set forth in Schedule 3.02(a), there are no shares of capital stock or other equity interests of any Subsidiary issued, reserved for issuance or outstandingC hereto. The All outstanding Shares are duly authorized, validly issued, fully paid and nonassessable and not subject to or have been issued in compliance with applicable federal, state and foreign securities Laws. Except as set forth in Schedule 4.4(a), neither the Shares nor the Subsidiaries' Shares have been issued in violation of any purchase option, call optioncall, right of first refusal, preemptive rightpreemptive, subscription right or any similar right rights under any provision of the Minnesota Business Corporation Actapplicable Law, the certificate of incorporation or by-laws Organizational Documents of the Company Company, or any Contract or instrument to which the Company is a party or otherwise its Subsidiaries are subject or by which they are bound. (b) The Company and its Subsidiaries have not granted any Options, Rights or Warrants other than as set forth in Schedule 4.4(b). Schedule 4.4(b) hereto also sets forth for each outstanding Option, Right or Warrant, (A) the name of the holder of such Option, Right or Warrant, (B) the number of Shares issuable upon the exercise of such Option, Right or Warrant and (C) the exercise price of such Option, Right or Warrant. True, correct and complete copies of the plans and agreements pursuant to which such Options, Rights or Warrants have been issued have been provided to Purchaser. (c) All the outstanding shares of capital stock or other equity interests of each Subsidiary have been the Subsidiaries (the "Subsidiaries' Shares") are duly authorized and authorized, validly issued, are fully paid and nonassessable and are not subject to or have been issued in violation compliance with applicable federal, state and foreign securities Laws and all such shares are owned by the Company, free and clear of any purchase optionEncumbrances. (d) Except as set forth in Schedule 4.4(d), call option, right of first refusal, preemptive right, subscription right or any similar right under any provision each Seller is the record and beneficial owner of the Minnesota Business Corporation ActShares set forth next to such Seller's name on Schedule C hereto, the Delaware General Corporation Law free and clear of any Encumbrances other than applicable transfer restrictions pursuant to federal, state or any other Applicable Law, the certificate of incorporation or by-laws (or comparable governing instruments) foreign securities Laws. Upon transfer and delivery of such Subsidiary or any Contract Shares to which such Subsidiary is a party or otherwise bound. The Company has Purchaser on the Closing Date in accordance with Article II, Purchaser will receive good and valid title to all such shares and interestsShares, free and clear, except clear of any Encumbrances. Except as set forth in Schedule 3.02(a4.4(d), the transactions contemplated by the terms of all Liens. There are no outstanding bonds, debentures, notes or other indebtedness this Agreement shall not give rise to any Rights of any Seller and each such Seller does not otherwise have any Rights with respect to the Company or any Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Shares or shares of capital stock of or other equity interests of any Subsidiary may vote (“Voting Company Debt”). There are no outstanding options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units or Contracts to which the Company or any Subsidiary is a party or by which any of them is bound (i) obligating the Company or any Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any Subsidiary or any Voting Company Debt, (ii) obligating the Company or any Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security or Contract or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Shares or any such capital stock or other equity interestsCompany. (b) Except for its interests in the Subsidiaries, the Company does not own, directly or indirectly, any capital stock, membership interest, partnership interest or other equity interest in any person.