Common use of Capitalization and Ownership Clause in Contracts

Capitalization and Ownership. (a) Section 3.4(a) of the Seller Disclosure Schedule sets forth an accurate and complete list of all the issued and outstanding shares of the capital stock of the Acquired Company. Section 3.4(a) of the Seller Disclosure Schedule includes an up-to-date excerpt from the commercial register and no material filings to the commercial register have been made, or should have been made, that have not been registered. The Shares represent all of the issued and outstanding shares of the capital stock of the Acquired Company. The Share Selling Affiliate is the sole record holder and beneficial owner of all of the Shares, free and clear of all Encumbrances, in the respective amounts set forth in Section 3.4(a) of the Seller Disclosure Schedule. Upon payment in full of the Purchase Price, good and valid title to the Shares will pass to the Purchaser (or its Designated Affiliate), free and clear of any Encumbrances, and with no restrictions on the voting rights or other incidents of record and beneficial ownership of such Shares. All of the Shares are duly authorized, validly issued, fully paid and nonassessable. There are no Contracts to which the Share Selling Affiliate or any other Person, is a party or bound with respect to the voting (including voting trusts or proxies) of the Shares. Other than the Shares, there are no outstanding or authorized options, warrants, rights, agreements or commitments to which the Acquired Company is a party or which are binding upon the Acquired Company providing for the issuance or redemption of any shares of the Acquired Company’s capital stock. (b) The Acquired Company does not own or have any rights to acquire, directly or indirectly, any capital stock or other equity interests of any Person. (c) No bankruptcy, insolvency or dissolution proceedings are applied for, pending or, to the Seller’s Knowledge, threatened with respect to the Acquired Company or the Share Selling Affiliate. Neither the Acquired Company nor the Share Selling Affiliate is required under the Laws of its jurisdiction of organization to file for bankruptcy, insolvency or dissolution.

Capitalization and Ownership. (a) Section 3.4(a) of the Seller Disclosure Schedule sets forth an accurate and complete list of all the issued The authorized and outstanding shares of the capital stock of Purchaser and its par value per share, if any, is as set forth on Schedule 2.2(b) hereto. Each person listed on Schedule 2.2(b) is the Acquired Company. Section 3.4(a) lawful owner of the Seller Disclosure Schedule includes an up-to-date excerpt from the commercial register and no material filings to the commercial register have been made, or should have been made, that have not been registered. The Shares represent all number of the issued and outstanding shares of the capital stock of the Acquired Company. The Share Selling Affiliate is the sole record holder and beneficial owner of all of the Shares, free and clear of all Encumbrances, in the respective amounts Purchaser set forth in Section 3.4(a) of the Seller Disclosure Schedule. Upon payment in full of the Purchase Price, good and valid title to the Shares will pass to the Purchaser (or its Designated Affiliate)opposite such person's name, free and clear of any Encumbrances, and with no restrictions upon transfer. The shares of Common Stock set forth on the voting rights or other incidents of record and beneficial ownership of such Shares. All Schedule 2.2(b) constitute all of the Shares are shares of capital stock of the Purchaser issued and outstanding and have been duly authorized, authorized and validly issued, fully paid and nonassessable. There are no Contracts to which the Share Selling Affiliate or any other Person, is a party or bound with respect and to the voting (including voting trusts or proxies) best of the Sharesknowledge and belief of the Purchaser, issued in compliance with all applicable federal and state securities laws. Other than the SharesExcept as provided in this Agreement, there are no outstanding subscriptions, warrants, calls, options, conversion rights, rights of exchange or authorized other commitments, plans, agreements, or arrangements of any nature under which the Purchaser or its shareholders may be obligated to issue, assign, exchange, purchase, redeem or transfer any shares of capital stock of the Purchaser, and there are no shareholders' agreements to which the Purchaser or its shareholders is a party, or proxies, voting trust agreements or similar agreements or options executed by the Purchaser or to which the Common Stock is subject. There are no outstanding subscriptions, options, warrants, rights, convertible securities or other agreements or commitments to which the Acquired Company is a party or which are binding upon the Acquired Company providing for the issuance or redemption of any shares of character relating to the Acquired Company’s capital stock. (b) The Acquired Company does not own issued or have any rights to acquire, directly or indirectly, any unissued capital stock or other equity interests securities of any Person. (c) No bankruptcy, insolvency or dissolution proceedings are applied for, pending the Purchaser obligating the Purchaser or, to the Seller’s Knowledgebest knowledge of Purchaser, threatened with respect its shareholders to grant, extend or enter into any subscription, option, warrant, right, convertible security or other similar agreement or commitment. Upon issuance of shares of Common Stock in exchange for the shares of the Company's Capital Stock, as set forth herein, the Selling Shareholders shall acquire good and marketable title to the Acquired Company shares of Common Stock, free and clear of any liens, pledges, encumbrances, security interests, charges, equities or the Share Selling Affiliate. Neither the Acquired Company nor the Share Selling Affiliate is required under the Laws restrictions of its jurisdiction of organization to file for bankruptcy, insolvency or dissolutionany nature imposed by Purchaser except as set forth in this Agreement.

Capitalization and Ownership. (a) Section 3.4(a) The authorized and outstanding capital stock of Purchaser and its par value per share are as set forth on Purchaser's Registration Statement on Form S-1, as updated and amended by reports filed with the SEC pursuant to the requirements of the Seller Disclosure Schedule sets forth an accurate Securities Act of 1933 and complete list the Securities Exchange Act of all the issued and outstanding 1934. The shares of Purchaser Common Stock set forth in such Registration Statement and subsequent reports and filings made with the SEC constitute all of the shares of capital stock of the Acquired Company. Section 3.4(a) of the Seller Disclosure Schedule includes an up-to-date excerpt from the commercial register and no material filings to the commercial register have been made, or should have been made, that have not been registered. The Shares represent all of the Purchaser issued and outstanding shares of the capital stock of the Acquired Company. The Share Selling Affiliate is the sole record holder and beneficial owner of all of the Shares, free have been duly authorized and clear of all Encumbrances, in the respective amounts set forth in Section 3.4(a) of the Seller Disclosure Schedule. Upon payment in full of the Purchase Price, good and valid title to the Shares will pass to the Purchaser (or its Designated Affiliate), free and clear of any Encumbrances, and with no restrictions on the voting rights or other incidents of record and beneficial ownership of such Shares. All of the Shares are duly authorized, validly issued, fully paid and nonassessable. There are no Contracts to which the Share Selling Affiliate or any other Person, is a party or bound with respect and to the voting (including voting trusts or proxies) best of the SharesKnowledge and belief of Purchaser, issued in compliance with all applicable federal and state securities laws. Other than Except as provided in such Registration Statement and subsequent reports and filings made with the SharesSEC, there are no outstanding subscriptions, warrants, calls, options, conversion rights, rights of exchange or authorized other commitments, plans, agreements, or arrangements of any nature under which the Purchaser may be obligated to issue, assign, exchange, purchase, redeem or transfer any shares of its capital stock, and there are no shareholders' agreements to which the Purchaser or its shareholders is a party, or proxies, voting trust agreements or similar agreements or options executed by Purchaser or to which the Purchaser Common Stock is subject. Except as provided in such Registration Statement and subsequent reports and filings made with the SEC, there are no outstanding subscriptions, options, warrants, rights, convertible securities or other agreements or commitments to which the Acquired Company is a party or which are binding upon the Acquired Company providing for the issuance or redemption of any shares of character relating to the Acquired Company’s capital stock. (b) The Acquired Company does not own issued or have any rights to acquire, directly or indirectly, any unissued capital stock or other equity interests securities of any Person. (c) No bankruptcy, insolvency or dissolution proceedings are applied for, pending the Purchaser obligating Purchaser or, to the Seller’s Knowledgebest Knowledge of Purchaser, threatened with respect its shareholders to grant, extend or enter into any subscription, option, warrant, right, convertible security or other similar agreement or commitment. Upon issuance of shares of Purchaser Common Stock, as set forth herein, the Company Shareholders shall acquire good and marketable title to the Acquired shares of Purchaser Common Stock, free and clear of any liens, pledges, encumbrances, security interests, charges, equities or restrictions of any nature imposed by Purchaser, except as set forth in this Agreement. All of the issued and outstanding capital stock of Acquisition Sub is owned by Purchaser. All of the issued and outstanding capital stock of Acquisition Sub has been duly authorized and validly issued, is fully paid and nonassessable, was offered, issued, sold and delivered by Acquisition Sub in compliance with all applicable state and federal laws concerning the issuance of securities, and was not issued in violation of the preemptive rights of any past or present shareholder. No capital stock of Acquisition Sub will be conveyed to the Company or Shareholders in the Share Selling AffiliateMerger. Neither the Acquired Within a reasonable time prior to Closing, Purchaser will provide to Company nor the Share Selling Affiliate is required under the Laws Shareholders copies of its jurisdiction Registration Statement on Form S-1 and copies of organization all subsequent Forms 10-K and 10-Q, to file for bankruptcy, insolvency or dissolutionthe extent that such copies are reasonably available to Purchaser.

Capitalization and Ownership. (a) The share capital (or equivalent) of the Acquired Companies, the number of shares (or equivalent equity interest) and the beneficial and record ownership thereof, is set forth in Section 3.4(a) of the Seller Disclosure Schedule sets Schedule. Except as set forth an accurate and complete list of all the issued and outstanding shares of the capital stock of the Acquired Company. in Section 3.4(a) of the Seller Disclosure Schedule includes an up-to-date excerpt from Schedule, the commercial register and no material filings to the commercial register have been made, or should have been made, that have not been registered. The Shares represent all of the issued and outstanding shares of the capital stock of the Acquired Company. The Share Selling Affiliate Seller is the sole record holder and beneficial owner of all of the Shares, free and clear of all Encumbrances, in the respective amounts set forth in Section 3.4(a) of the Seller Disclosure ScheduleClaims. Upon payment in full of the Purchase Price, good and valid title to the Shares will pass to the Purchaser (or its Designated Affiliate)Purchaser, free and clear of any EncumbrancesClaims (other than any restrictions or transferability imposed by applicable securities Laws), and with no restrictions on the voting rights or other incidents of record and beneficial ownership of such Shares. All of the Shares are duly authorized, validly issued, fully paid and nonassessable and were issued in compliance with all applicable Laws. (b) Section 3.4(b) of the Seller Disclosure Schedule sets forth for all Acquired Companies (a) its name and jurisdiction of incorporation, (b) its authorized share capital (or equivalent) and (c) the number of issued and outstanding shares of share capital (or equivalent) and the record holders and beneficial owners thereof. No Acquired Company owns or has any rights to acquire, directly or indirectly, any capital stock or other equity interests of any Person, except for the Subsidiaries set forth in Section 3.4 of the Seller Disclosure Schedule. All of the issued and outstanding equity securities of each Subsidiary of the Company (the “Subsidiary Shares”) are duly authorized, validly issued, fully paid and nonassessable. , and are owned of record and beneficially by one or more of the Acquired Companies in the respective amounts set forth in Section 3.4(b) of the Seller Disclosure Schedule. (c) There are no Contracts to which either the Share Selling Affiliate Seller or any other Person, Person is a party or bound with respect to the voting (including voting trusts or proxies) of the Shares or the Subsidiary Shares. Other than the Shares and the Subsidiary Shares, there are no outstanding or authorized shares of capital stock, options, warrants, rights, agreements rights or commitments Contracts to which the any Acquired Company is a party or which are binding upon the any Acquired Company providing for the issuance obligating any Acquired Company to (i) issue, deliver, grant or redemption sell, or cause to be issued, delivered, granted or sold, additional shares of capital stock of, or other equity or voting interests in, or options, warrants or other securities or subscription, preemptive or other rights convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, any Acquired Company, or any “phantom stock” right, stock appreciation right or other similar right with respect to any Acquired Company, (ii) repurchase, redeem or otherwise acquire any shares of the capital stock of, or other equity or voting interests in any Acquired Company’s capital stockCompany or (iii) to enter into any Contract with respect to (i) or (ii). (bd) The Acquired Company does not Upon consummation of the transactions contemplated by this Agreement, the Purchaser will own or have any rights to acquire, directly or indirectly, any all of the issued and outstanding capital stock or other equity interests of any Personthe Company, free and clear of all Claims. (c) No bankruptcy, insolvency or dissolution proceedings are applied for, pending or, to the Seller’s Knowledge, threatened with respect to the Acquired Company or the Share Selling Affiliate. Neither the Acquired Company nor the Share Selling Affiliate is required under the Laws of its jurisdiction of organization to file for bankruptcy, insolvency or dissolution.

Capitalization and Ownership. (ai) Section 3.4(a) The authorized capital stock of LFC consists exclusively of 25,000,000 Shares and 5,000,000 shares of Preferred Stock, $.01 par value per share, of which as of the Seller Disclosure Schedule sets forth an accurate date of this Agreement, 16,536,773 Shares were outstanding and complete list no shares of all Preferred Stock were outstanding. Since September 8, 1997, LFC has not issued any Shares or any shares of Preferred Stock, other than the issuance of Shares upon the valid exercise of LFC Stock Options and warrants. All issued and outstanding shares of the capital stock of the Acquired Company. Section 3.4(a) of the Seller Disclosure Schedule includes an up-to-date excerpt from the commercial register and no material filings to the commercial register have been made, or should have been made, that have not been registered. The Shares represent all of the issued and outstanding shares of the capital stock of the Acquired Company. The Share Selling Affiliate is the sole record holder and beneficial owner of all of the Shares, free and clear of all Encumbrances, in the respective amounts set forth in Section 3.4(a) of the Seller Disclosure Schedule. Upon payment in full of the Purchase Price, good and valid title to the Shares will pass to the Purchaser (or its Designated Affiliate), free and clear of any Encumbrances, and with no restrictions on the voting rights or other incidents of record and beneficial ownership of such Shares. All of the Shares are duly authorized, validly issued, fully paid and nonassessable and free of any preemptive rights and have not been issued in violation of any preemptive rights of any Person. No holders of Shares have any rights of rescission or other claims against LFC under the Securities Act of 1933, as amended (the “1933 Act”), resulting from any failure of such Shares to have been sold by LFC pursuant to a valid exemption under the 1933 Act or otherwise in compliance therewith. Neither LFC nor any of the LFC Subsidiaries has issued or otherwise has any liability or obligation with respect to any stock appreciation rights, phantom stock or other similar rights or interests. (ii) The authorized capital stock of each of the LFC Subsidiaries is set forth on Section 4.1(c) of the LFC Disclosure Schedule. All of the issued and outstanding shares of capital stock of each of the LFC Subsidiaries are duly authorized, validly issued and outstanding, fully paid, nonassessable. , and are owned beneficially and of record by the Person set forth in such Section 4.1(c). (iii) There are no Contracts outstanding options, warrants, conversion rights, calls or commitments of any kind obligating LFC or any of the LFC Subsidiaries to which the Share Selling Affiliate issue, deliver or sell or cause to be issued, delivered or sold, directly or indirectly, additional shares of capital stock or any other Personsecurities convertible into or exercisable for, or evidencing the right to subscribe for any capital stock of LFC, and no authorization therefor has been given, except that as of the date of this Agreement, there are outstanding options to acquire an aggregate of 1,755,490 Shares (the “LFC Stock Options”). Since October 23, 2002, LFC has not granted any LFC Stock Options. Neither LFC nor any LFC Subsidiary has any outstanding commitment or obligation to repurchase, reacquire or redeem any of its outstanding capital stock or any LFC Stock Options. (iv) There are no voting trusts or stockholder agreements to which LFC is a party or bound with respect to the voting (including voting trusts or proxies) of the Shares. Other than the Shares, there are no outstanding or authorized options, warrants, rights, agreements or commitments to which the Acquired Company is a party or which are binding upon the Acquired Company providing for the issuance or redemption of any shares of the Acquired Company’s capital stock. (b) The Acquired Company does not own or have any rights to acquire, directly or indirectly, any capital stock or other equity interests of any PersonLFC. (c) No bankruptcy, insolvency or dissolution proceedings are applied for, pending or, to the Seller’s Knowledge, threatened with respect to the Acquired Company or the Share Selling Affiliate. Neither the Acquired Company nor the Share Selling Affiliate is required under the Laws of its jurisdiction of organization to file for bankruptcy, insolvency or dissolution.

Capitalization and Ownership. (a) Section 3.4(a2.3(a) of the Seller Company Disclosure Schedule sets forth an accurate the number of authorized shares of each class of capital stock and complete list the number of all the issued and outstanding shares of each class of capital stock of each of the Company and each of its Subsidiaries and the number of shares held and owned by each of its stockholders. No preemptive rights or rights of first refusal or similar rights exist with respect to any shares of capital stock of the Acquired Company. Section 3.4(a) Company or any of its Subsidiaries and no such rights arise by virtue of or in connection with the transactions contemplated hereby; as of the Seller Disclosure Schedule includes an up-to-date excerpt from the commercial register and no material filings to the commercial register have been made, or should have been made, that have not been registered. The Shares represent all of the issued and outstanding shares of the capital stock of the Acquired Company. The Share Selling Affiliate is the sole record holder and beneficial owner of all of the Shares, free and clear of all Encumbrances, in the respective amounts set forth in Section 3.4(a) of the Seller Disclosure Schedule. Upon payment in full of the Purchase Price, good and valid title to the Shares will pass to the Purchaser (or its Designated Affiliate), free and clear of any Encumbrances, and with no restrictions on the voting rights or other incidents of record and beneficial ownership of such Shares. All of the Shares are duly authorized, validly issued, fully paid and nonassessable. There are no Contracts to which the Share Selling Affiliate or any other Person, is a party or bound with respect to the voting (including voting trusts or proxies) of the Shares. Other than the SharesClosing, there are no outstanding or authorized rights, options, warrants, calls, convertible securities, subscription or other rights, conversion rights, exchange rights or other agreements or commitments of any kind that could require the Company or any of its Subsidiaries to which the Acquired Company is a party issue or which are binding upon the Acquired Company providing for the issuance or redemption of sell any shares of its capital stock (or securities convertible into or exchangeable for shares of its capital stock); there are no outstanding stock appreciation, phantom stock, profit participation or other similar rights with respect to the Acquired Company’s Company or any of its Subsidiaries; there are no proxies, voting rights or other agreements or understandings with respect to the voting or transfer of the capital stock of the Company or any of its Subsidiaries; and neither the Company nor any of its Subsidiaries is obligated to redeem or otherwise acquire any of their outstanding shares of capital stock. (b) The Acquired Sellers own 100% of the issued and outstanding capital stock of the Company, and no other person or entity has an equity interest or other interest in the Company. The Shares constitutes all equity interests of the Company does issued and outstanding as of the Closing. Except as set forth in Section 2.3(b) of the Company Disclosure Schedule, the Company owns, directly or indirectly, 100% of the issued and outstanding shares in each Subsidiary, and such shares constitute all of the equity interests of each Subsidiary issued and outstanding as of the Closing. All of the Shares, and all of the issued and outstanding shares in each Subsidiary, have been validly issued, and are fully paid and non-assessable, and were issued in compliance with all applicable securities Laws and were not own issued in violation of any preemptive rights or have rights of first refusal or similar rights. (c) Except for the shares in the Subsidiaries that are owned by the Company, neither the Company nor any rights to acquireSubsidiary owns, directly or indirectly, any shares of capital stock of any class, membership interests, participation rights or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any shares of capital stock of any class, membership interests or participation rights, or any rights, warrants, options, calls, commitments or any other equity agreements of any character to purchase or acquire any shares of capital stock of any class, membership interests or participation rights or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of capital stock of any class, membership interests or participation rights of any Person. (c) No bankruptcy, insolvency or dissolution proceedings are applied for, pending or, to the Seller’s Knowledge, threatened with respect to the Acquired Company or the Share Selling Affiliate. Neither the Acquired Company nor the Share Selling Affiliate is required under the Laws of its jurisdiction of organization to file for bankruptcy, insolvency or dissolution.

Capitalization and Ownership. (a) Section 3.4(aSchedule 4.4(a) of the Seller Disclosure Schedule sets forth an accurate a true and complete list of all the issued authorized and outstanding shares partnership interests (the “Partnership Interests”), name, jurisdiction of organization and record owner of the capital stock partnership interests of each of Company A and Company B, as of the Acquired Companydate hereof. Section 3.4(a) As of the Seller Disclosure Schedule includes an up-to-date excerpt from the commercial register and no material filings to the commercial register have been madeClosing Date, or should have been made, that have not been registered. The Shares represent all of the issued Partnership Interests of each of Company A and outstanding shares Company B shall be owned of record and beneficially by Seller A (which shall hold the capital stock Purchased LP Interests) and Seller B (which shall hold the Purchased GP Interests), and each of the Acquired Company. The Share Selling Affiliate is the sole record holder Seller A and beneficial owner of all of the Shares, free and clear of all Encumbrances, in the respective amounts set forth in Section 3.4(a) of the Seller Disclosure Schedule. Upon payment in full of the Purchase Price, B shall have good and valid title to the Shares will pass to the Purchaser (or its Designated Affiliate), free and clear of any Encumbrances, and with no restrictions on the voting rights or other incidents of record and beneficial ownership of such SharesPartnership Interests. All of the Shares The Partnership Interests are duly authorized, validly issued, fully paid paid, nonassessable (where applicable), free and nonassessableclear of any Liens and were not issued in violation of any preemptive rights, rights of first refusal or other similar rights under any provision of applicable Law, the applicable partnership agreement (or equivalent constitutive document) of each such Company or any Contract to which either Company is subject. There All issued Partnership Interests have been issued in compliance with all applicable securities Laws, including the securities laws of the United States and applicable state securities or “blue sky” Laws. (b) Schedule 4.4(b) sets forth a true and complete list of the authorized and outstanding equity interests, name, jurisdiction of organization and record owner of the membership interests of the Operating Company, as of the date hereof. As of the Closing Date, all the issued and outstanding membership interests of the Operating Company shall be owned of record and beneficially by Company A (which shall hold a sixty-eight percent (68%) membership interest) and Company B (which shall hold a thirty-two percent (32%) membership interest), and each such Company shall have good and valid title to such membership interests. All of the issued and outstanding membership interests of the Operating Company are no Contracts duly authorized and validly issued, free and clear of any Liens and were not issued in violation of any preemptive rights, rights of first refusal or other similar rights under any provision of applicable Law, the certificate of formation, operating agreement, limited liability company agreement (or equivalent constitutive document) of the Operating Company or any Contract to which the Share Selling Affiliate Operating Company is subject. All issued and outstanding membership interests of the Operating Company have been issued in compliance with all applicable securities Laws, including the securities laws of the United States and applicable state securities or “blue sky” Laws. (c) Except for this Agreement and as set forth on Schedule 4.4(c), (i) there are no options, warrants, calls, rights, subscriptions, arrangements, claims, commitments (contingent or otherwise), Contracts relating to dividend or voting rights or other interests, or agreements of any character to which any of the Guarantor, the Sellers, the Companies, the Operating Company or any of their respective Affiliates is a party, or is otherwise subject, requiring (and there are no securities of the Companies or the Operating Company outstanding which, upon conversion or exchange would require) the issuance, sale or transfer of (A) any additional shares of capital stock or any other Person, is a party or bound with respect to the voting (including voting trusts or proxies) equity securities of any of the Shares. Other than Companies or the SharesOperating Company or (B) other securities of any of the Companies or the Operating Company convertible into, exchangeable for or evidencing the right to subscribe for or purchase capital stock or any other equity securities of any of the Companies or the Operating Company and (ii) there are no outstanding or authorized optionsstock appreciation, warrantsphantom stock, rightsprofit participation, agreements or commitments similar rights with respect to any capital stock of, or other equity or voting interest in, either of the Companies or the Operating Company. Neither of the Companies or the Operating Company has any authorized or outstanding bonds, debentures, notes or other indebtedness the holders of which have the Acquired right to vote (or which are convertible into, exchangeable for, or evidence the right to subscribe for or acquire securities having the right to vote) with the equity holders of either of the Companies or the Operating Company on any matter. None of the Guarantor, the Sellers, the Companies or the Operating Company is a party party, or which are binding upon is otherwise subject, to (x) any voting trust or other voting agreement or any agreement restricting transfer of the Acquired Company providing for Purchased Equity Interests with respect to any of the issuance or redemption of any shares of the Acquired capital stock of either of the Companies or the Operating Company or (y) any agreement relating to the issuance, sale, repurchase, redemption, transfer, acquisition or other disposition or the registration of the capital stock of either of the Companies or the Operating Company’s capital stock, including the Purchased Equity Interests. (bd) The Acquired Other than the Operating Company, neither Company does not own A nor Company B has any Subsidiaries. As of the Closing Date, the Operating Company will have no Subsidiaries. Except for equity interests set forth in Schedule 4.4(b) there are no joint ventures or have any rights to acquireother Persons in which either of the Companies or the Operating Company owns, directly of record or indirectlybeneficially, any capital stock direct or indirect equity or other similar interest or any right (contingent or otherwise) to acquire same. (e) Except as set forth in Schedule 4.4(e), neither of the Companies (i) conducts, transacts or otherwise engages (or has ever conducted, transacted or otherwise engaged) in any business or operations other than those incidental to its ownership of the equity interests of any Person. (c) No bankruptcyCompany A, insolvency or dissolution proceedings are applied for, pending or, to the Seller’s Knowledge, threatened with respect to the Acquired Company B or the Share Selling Affiliate. Neither Operating Company, as applicable, or (ii) owns, leases, manages or otherwise operates (or has ever owned, leased, managed or otherwise operated) any properties or assets other than the Acquired equity interests of Company nor A, Company B or the Share Selling Affiliate is required under the Laws of its jurisdiction of organization to file for bankruptcyOperating Company, insolvency or dissolutionas applicable.

Capitalization and Ownership. (a) The current capital reserve of the Company is $0. The Contributors are the sole owners (of record and beneficially) of all of the Interests, free and clear of all Encumbrances, in the respective amounts set forth in Schedule A. Upon the consummation of the Closing, the Acquirer will become the beneficial owner of the Interests, free and clear of all Encumbrances. (b) Section 3.4(a3.4(b) of the Seller Contributor Disclosure Schedule sets forth an accurate for each Subsidiary (i) its name and complete list jurisdiction of all incorporation or organization, (ii) its authorized capital stock and (iii) the number of issued and outstanding shares of capital stock, the capital stock record and beneficial owners thereof and the number of shares held in treasury. All of the Acquired outstanding equity securities and other securities of each Subsidiary are owned of record and beneficially by the Company. Section 3.4(a) of the Seller Disclosure Schedule includes an up-to-date excerpt from the commercial register and no material filings to the commercial register have been made, or should have been made, that have not been registered. The Shares represent all of the issued and outstanding shares of the capital stock of the Acquired Company. The Share Selling Affiliate is the sole record holder and beneficial owner of all of the Shares, free and clear of all Encumbrances, in the respective amounts set forth in Section 3.4(a3.4(b) of the Seller Contributor Disclosure Schedule. Upon payment in full . (c) Section 3.4(c) of the Purchase Price, good Contributor Disclosure Schedule sets forth for each Affiliate of the Company (i) its name and valid title to jurisdiction of incorporation or organization and (ii) the Shares will pass to membership interests and beneficial owners thereof. The respective amounts of equity of each Affiliate that are owned by the Purchaser (or its Designated Affiliate)Company, free and clear of any all Encumbrances, and with no restrictions on the voting rights or other incidents of record and beneficial ownership of such Shares. All of the Shares are duly authorized, validly issued, fully paid and nonassessable. There are no Contracts to which the Share Selling Affiliate or any other Person, is a party or bound with respect to the voting (including voting trusts or proxiesset forth in Section 3.4(c) of the Shares. Other than the Shares, there are no outstanding or authorized options, warrants, rights, agreements or commitments to which the Acquired Company is a party or which are binding upon the Acquired Company providing for the issuance or redemption of any shares of the Acquired Company’s capital stockContributor Disclosure Schedule. (bd) The Acquired Company does not own own, control or have any rights to acquire, directly or indirectly, any capital stock or other equity interests or debt instruments of any Person, except for the Subsidiaries set forth in Section 3.4(b) of the Contributor Disclosure Schedule and the Affiliates set forth in Section 3.4(c) of the Contributor Disclosure Schedule. (ce) No bankruptcyExcept as set forth in this Section 3.4, insolvency (i) there are no equity securities of any class of the Company, or dissolution proceedings any security exchangeable into or exercisable for such equity securities, authorized, issued, reserved for issuance or outstanding and (ii) there are applied forno options, pending orwarrants, equity securities, calls, rights or other Contracts to which the Seller’s KnowledgeCompany is a party or by which the Company is bound obligating the Company to issue, threatened exchange, transfer, deliver or sell, or cause to be issued, exchanged, transferred, delivered or sold, additional shares of capital stock or other equity interests of the Company or any security or rights convertible into or exchangeable or exercisable for any such shares or other equity interests, or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise modify or amend or enter into any such option, warrant, equity security, call, right, or Contract. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the Acquired Company. There are no Contracts to which the Company or any Contributor or any Affiliate of the Share Selling Affiliate. Neither Company or any Contributor is a party or by which the Acquired Company nor or any Contributor or any Affiliate of the Share Selling Affiliate Company or any Contributor is required bound with respect to the voting (including voting trusts or proxies), registration under the Laws Securities Act of its jurisdiction 1933 (the “Securities Act”) or any foreign securities Law, or the sale or transfer (including Contracts imposing transfer restrictions) of organization any shares of capital stock or other equity interests of the Company. No holder of Indebtedness of the Company has any right to file convert or exchange such Indebtedness for bankruptcyany equity securities or other securities of the Company. No holder of Indebtedness of the Company has any rights to vote for the election of directors of the Company or to vote on any other matter. (f) All of the Interests, insolvency the interests of each Subsidiary and the interests of each Affiliate are duly authorized, validly issued, fully paid, nonassessable, not subject to or dissolutionissued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right and have been issued in compliance with all applicable Laws. (g) There are no obligations, contingent or otherwise, of the Company to repurchase, redeem or otherwise acquire any membership interests of the Company. The Company is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary or any other Person.

Capitalization and Ownership. (a) Section 3.4(aDisclosure Schedule 3.3(a) sets forth for each of the Seller Disclosure Schedule sets forth an accurate and complete list Transferred Subsidiaries: (i) the number of all shares of authorized capital stock or other equity interests; (ii) the number of issued and outstanding shares of the each class of its capital stock or other equity interests; (iii) the names of its directors and elected officers; and (iv) name of record and beneficial owner of all shares of authorized capital stock. There are no outstanding options, warrants, rights, agreements, calls, or commitments requiring issuance or transfer by any Transferred Subsidiary of any of its capital stock. Except for those shares listed in Disclosure 3.3(a), no other issued and outstanding shares have voting rights under the Transferred Subsidiaries’ organizational documents. None of the Acquired Company. Section 3.4(a) shares were issued in violation of preemptive rights of a stockholder of the Seller Transferred Subsidiaries. None of the Transferred Subsidiaries has outstanding any securities convertible into or exchangeable for any of such shares. Except as set forth in Disclosure Schedule includes an up-to-date excerpt from 3.3, all of the commercial register outstanding shares of capital stock or other equity interests in the Transferred Subsidiaries are held of record and no material filings to beneficially owned by the commercial register Seller or the named Transferred Subsidiary on such Disclosure Schedule, free and clear of all Encumbrances other than Permitted Encumbrances, and have been madeduly authorized, or should have been madeare validly issued and are fully paid and non-assessable, that have and were not been registeredissued in violation of any terms of any agreement binding upon such Transferred Subsidiary. The Shares represent constitute all of the issued and outstanding shares of the capital stock of Filtertek-U.S. (b) Except for other Transferred Subsidiaries, the Acquired Company. The Share Selling Affiliate is the sole record holder and beneficial owner of Transferred Subsidiaries do not directly or indirectly, (i) own capital stock or other securities of, or any proprietary interest in, any Person, or (ii) control substantially all of the management policies of any other Person. (c) The Seller has good title to the Shares, free and clear of all Encumbrancesclaims, in the respective amounts set forth in Section 3.4(a) liens, security interest and encumbrances of the Seller Disclosure Schedule. Upon payment in any nature whatsoever, and has full of the Purchase Pricelegal right and power to sell, good and valid will sell, assign and transfer title to the Shares will pass to the Purchaser (or its Designated Affiliate)Buyer pursuant to this Agreement, free and clear of all claims, liens, security interests or encumbrances of any Encumbrancesnature whatsoever. (d) Neither ESCO nor any director, and with no restrictions on the voting rights officer or other incidents of record and beneficial ownership of such Shares. All Affiliate of the Shares are duly authorized, validly issued, fully paid and nonassessable. There are no Contracts to which the Share Selling Affiliate Transferred Subsidiaries or any other Personindividual related by blood, marriage or adoption to any such individual or any entity in which any such individual or entity owns any beneficial interest in any entity that is, or individually, is a party to any agreement, contract, commitment or bound other transaction or arrangement with respect to the voting Transferred Subsidiaries, written or oral, except for (including voting trusts i) any agreement, contract, commitment or proxiesother transaction or arrangement, (ii) ownership of the Shares. Other than the Sharesone percent or less of any person, there are no outstanding firm or authorized options, warrants, rights, agreements corporation or commitments to other entity which the Acquired Company is a party or which are binding upon the Acquired Company providing for the issuance or redemption of to any shares of the Acquired Company’s capital stock. (b) The Acquired Company does not own or have any rights to acquireagreement, directly or indirectlycontract, any capital stock commitment or other equity interests of any Persontransaction or arrangement with the Transferred Subsidiaries or (iii) as otherwise disclosed on Disclosure Schedule 3.3(d). (c) No bankruptcy, insolvency or dissolution proceedings are applied for, pending or, to the Seller’s Knowledge, threatened with respect to the Acquired Company or the Share Selling Affiliate. Neither the Acquired Company nor the Share Selling Affiliate is required under the Laws of its jurisdiction of organization to file for bankruptcy, insolvency or dissolution.

Capitalization and Ownership. (a) Section 3.4(a) of the Seller Disclosure Schedule sets forth an accurate and complete list of all the issued and outstanding shares of the The authorized capital stock of the Acquired Company. Section 3.4(aCompany consists of One Hundred Million (100,000,000) shares of the Seller Disclosure Schedule includes an up-to-date excerpt from the commercial register common stock, no par value ($.00) per share, of which Twenty Million (20,000,000) shares are issued and no material filings to the commercial register have been made, or should have been made, that have not been registered. The Shares represent all outstanding. (b) All of the issued and outstanding shares of the capital stock of the Acquired Company. The Share Selling Affiliate is Company and the sole record holder and beneficial owner of all of the Shares, free and clear of all Encumbrances, in the respective amounts set forth in Section 3.4(a) of the Seller Disclosure Schedule. Upon payment in full of the Purchase Price, good and valid title to the Shares will pass to the Purchaser (or its Designated Affiliate), free and clear of any Encumbrances, and with no restrictions on the voting rights or other incidents of record and beneficial ownership of such Shares. All of the Shares Subsidiaries are duly authorized, validly issued, fully paid and nonassessable. There are no Contracts to which the Share Selling Affiliate or any other Person, is a party or bound with respect to the voting (including voting trusts or proxies) of the Shares. Other than the Shares, there are no outstanding or authorized options, warrants, rights, agreements or commitments to which the Acquired Company or any Subsidiary is a party or which are binding upon the Acquired Company providing for or any Subsidiary relating to the issuance issuance, disposition or redemption acquisition of any shares of the Acquired Company’s capital stock. (b) The Acquired Company does not own or have any rights to acquire, directly or indirectly, any capital stock of the Company or other equity interests of any Person. (c) No bankruptcythe Subsidiaries. There are no outstanding or authorized stock appreciation, insolvency phantom stock or dissolution proceedings are applied for, pending or, to the Seller’s Knowledge, threatened similar rights with respect to the Acquired Company or the Share Selling AffiliateSubsidiaries. Neither There are no agreements, voting trusts, proxies or understandings with respect to the Acquired Company nor the Share Selling Affiliate is required voting, or registration under the Laws Securities Act of its jurisdiction 1933, as amended (the "SECURITIES ACT"), of organization any Company Shares or any capital stock of the Subsidiaries. All of the issued and outstanding Company Shares are owned of record and beneficially by the Seller and the Seller has good title to file for bankruptcythe Company Shares, insolvency free and clear of any liens, charges, claims, pledges, voting trusts, proxies, security holder or dissolutionsimilar agreements, encumbrances or restrictions other than applicable securities law restrictions ("SHARE ENCUMBRANCES"). All of the issued and outstanding shares of capital stock of the Subsidiaries are owned of record and beneficially by the Company and the Company has good title to all of the issued and outstanding shares of capital stock of the Subsidiaries, free and clear of any Share Encumbrances.

Capitalization and Ownership. (a) The authorized capital stock of K.Z., Inc. consists of 25,000 shares of common stock (1,000 authorized Class A voting shares and 24,000 authorized Class B non-voting shares) of which 5,000 shares are issued and outstanding to the Shareholders as set forth on Section 3.4(a2.2(a) of the Seller Disclosure Schedule sets forth an accurate (200 outstanding Class A voting shares and complete list of all the 4,800 outstanding Class B non-voting shares). The issued and outstanding STOCK PURCHASE AGREEMENT 8 ELDS01 272111v16 shares of K.Z., Inc. constitute the capital stock of the Acquired Company. Section 3.4(a) of the Seller Disclosure Schedule includes an up-to-date excerpt from the commercial register and no material filings to the commercial register have been made, or should have been made, that have not been registered. The Shares represent all of the issued and outstanding shares of the capital stock of the Acquired Company. The Share Selling Affiliate is the sole record holder and beneficial owner of all of the Company Shares, free and clear of all Encumbrances, in have the respective amounts set forth in Section 3.4(asame rights and preferences except that Class B shares do not have voting rights. (b) of the Seller Disclosure Schedule. Upon payment in full of the Purchase Price, good and valid title to the Shares will pass to the Purchaser (or its Designated Affiliate), free and clear of any Encumbrances, and with no restrictions on the voting rights or other incidents of record and beneficial ownership of such Shares. All of the Company Shares are duly authorized, validly issued, fully paid and nonassessable. There are no Contracts outstanding or authorized securities convertible into, exchangeable for or carrying the right to which acquire equity securities of the Share Selling Affiliate Company or any other Personsubscriptions, is a party or bound with respect to the voting warrants, options, rights (including preemptive rights), or other arrangements or commitments obligating K.Z., Inc. to issue or dispose of any of its securities or any ownership interest therein. The Sellers hold of record and own beneficially all of the Company Shares, free and clear of any Taxes, liens, options, warrants, purchase rights, contracts, commitments, equities, charges, claims, pledges, voting trusts trusts, voting agreements, proxies, security holder or proxiessimilar agreements, encumbrances or restrictions on transfer (other than applicable securities law restrictions) (“Share Encumbrances”), other than those restrictions on transfers, if any, contained in the K.Z., Inc.’s Organizational Documents or set forth on Section 2.2(b) of the SharesDisclosure Schedule. Other than The consummation of the transactions contemplated hereby will not cause any Share Encumbrance to be created or suffered upon the Company Shares, there other than Share Encumbrances created or suffered by the Buyer. (c) The authorized and outstanding capital of the LLC, the LP and the DISC, and the ownership of such capital, is as set forth on Schedule 2.2(c) of the Disclosure Schedule (the “Affiliate Capital”). (d) All of the Affiliate Capital is duly authorized, validly issued, fully paid and nonassessable. There are no outstanding or authorized securities convertible into, exchangeable for or carrying the right to acquire equity securities of the LLC, the LP or the DISC or any subscriptions, warrants, options, rights (including preemptive rights), or other arrangements or commitments obligating any of them to issue or dispose of any of its Affiliate Capital or other securities or any ownership interest therein. The Affiliate Capital is held of record and beneficially as set forth on Schedule 2.2(c), free and clear of any Taxes, liens, options, warrants, purchase rights, agreements contracts, commitments, equities, charges, claims, pledges, voting trusts, voting agreements, proxies, security holder or commitments to which the Acquired Company is a party similar agreements, encumbrances or which are binding upon the Acquired Company providing for the issuance or redemption of any shares restrictions on transfer (other than applicable securities law restrictions), other than as set forth on Section 2.2(c) of the Acquired Company’s capital stockDisclosure Schedule. The consummation of the transactions contemplated hereby will not cause any encumbrance to be created or suffered upon any of the Affiliate Capital, other than as created or suffered by the Buyer. (b) The Acquired Company does not own or have any rights to acquire, directly or indirectly, any capital stock or other equity interests of any Person. (c) No bankruptcy, insolvency or dissolution proceedings are applied for, pending or, to the Seller’s Knowledge, threatened with respect to the Acquired Company or the Share Selling Affiliate. Neither the Acquired Company nor the Share Selling Affiliate is required under the Laws of its jurisdiction of organization to file for bankruptcy, insolvency or dissolution.

Capitalization and Ownership. (a) Section 3.4(a) of the Seller Disclosure Schedule sets forth an accurate and complete list of all the The authorized, issued and outstanding shares capital stock or other equity interest of each of the Purchased Entities (including the capital stock of the Acquired Company. Section 3.4(aPurchased Entities constituted in Mexico and Peru) as of the Seller Disclosure Schedule includes an up-to-date excerpt from the commercial register and no material filings to the commercial register have been made, or should have been made, that have not been registered. The Shares represent all of the issued and outstanding shares of the capital stock of the Acquired Company. The Share Selling Affiliate Effective Date is the sole record holder and beneficial owner of all of the Shares, free and clear of all Encumbrances, in the respective amounts set forth listed in Section 3.4(a) 3.2 of the Seller Disclosure Schedule. Upon payment in full Section 3.2 of the Purchase Price, good and valid title to Seller Disclosure Schedule lists the Shares will pass to the Purchaser (or its Designated Affiliate), free and clear record owner of any Encumbrances, and with no restrictions on the voting rights capital stock or other incidents equity interest issued by each Purchased Entity and describes the type of record equity interest owned and beneficial ownership the number of such Shares. All equity interests owned as of the Shares are duly authorized, validly issued, fully paid and nonassessableEffective Date. There are no Contracts to which the Share Selling Affiliate or any other Person, is a party or bound irrevocable proxies with respect to the voting any Purchased Securities (including voting trusts excluding, for this purpose, shares of any Subsidiary of a Purchased Entity that is listed as an Excluded Asset), and no equity interest of any Purchased Entity is or proxies) may become required to be issued because of the Shares. Other than the Shares, there are no outstanding or authorized any options, warrants, rightsrights to subscribe to, agreements calls or commitments to which the Acquired Company is a party or which are binding upon the Acquired Company providing for the issuance or redemption of any character whatsoever relating to, or securities or rights convertible into or exchangeable or exercisable for, shares of the Acquired Company’s capital stock. (b) The Acquired Company does not own or have any rights to acquire, directly or indirectly, any capital stock or other equity interests of any PersonPurchased Entity, and except for this Agreement there are no Contracts by which PGS or any Subsidiary of PGS is or may be bound to issue additional shares of capital stock of any Purchased Entity or any Subsidiary of a Purchased Entity or securities convertible into or exchangeable or exercisable for any such capital stock or other equity interests. All of the Purchased Securities are, or will be when issued, validly issued, fully paid and nonassessable and, except as set forth in Section 3.2 of the Seller Disclosure Schedule, are owned by the applicable Securities Seller free and clear of all Liens. Upon delivery by the Securities Sellers of (i) a communication addressed to each of the Purchased Entities incorporated in Peru in which the Securities Sellers provide notice of the transfer of the Purchased Securities in favor of one or more of the Purchasers and such transfer is registered in the stock ledger of each of the Purchased Entities incorporated in Peru, or (ii) certificates representing or other indicia of ownership relating to the Purchased Securities to the Purchasers, duly endorsed for transfer to a Purchaser, and the notation in the stock ledger book (Libro de Registro de Acciones) of such ownership or accompanied by stock powers or similar instruments duly executed by Securities Sellers, as applicable, and upon payment for such Purchased Securities by a Purchaser, as contemplated by this Agreement, the Purchasers will own, directly or indirectly by ownership of a Purchased Entity, all of the issued and outstanding equity securities of each of the Purchased Entities free and clear of all Liens, other than Liens created by a Purchaser. (cb) No bankruptcyThe capital stock and reserves of each Purchased Entity incorporated in Mexico or Peru complies in all material respects with all applicable Law. There exists no definitive or provisional share certificates evidencing the Purchased Securities issued by any Purchased Entity incorporated in Peru, insolvency and there exist no definitive or dissolution proceedings are applied for, pending or, provisional share certificates evidencing the Purchased Securities issued by any Purchased Entity incorporated in Mexico other than or different from the certificates identified in Section 3.2 of the Seller Disclosure Schedule. All provisional or definitive share certificates issued by any Purchased Entity in Mexico or Peru prior to the Seller’s Knowledge, threatened with respect issuance of the certificates identified in Section 3.2 of the Seller Disclosure Schedule have been duly canceled and delivered to the Acquired Company issuing Purchased Entity, or the Share Selling Affiliate. Neither the Acquired Company nor the Share Selling Affiliate is required under the Laws of its jurisdiction of organization to file for bankruptcy, insolvency or dissolutiondestroyed in accordance with applicable Law.

Capitalization and Ownership. (a) Section 3.4(aSchedule 5.3(a) of the Seller Disclosure Schedule sets forth an accurate the authorized and complete list of all the issued and outstanding shares of the capital stock of the Acquired Company, the outstanding Options and Warrants (both vested and unvested) for Company Capital Stock, and the ownership interest of each Shareholder in the Company. Section 3.4(a) All shares of the Seller Disclosure Schedule includes an up-to-date excerpt from the commercial register and no material filings to the commercial register have been made, or should have been made, that have not been registered. The Shares represent all of the issued and outstanding shares of the capital stock of the Acquired CompanyCompany have been duly and validly issued, were issued in compliance with all applicable federal and state securities laws, and are fully paid and non-assessable. The Share Selling Affiliate is the sole record holder and beneficial owner of all of the Shares, free and clear of all Encumbrances, in the respective amounts Except as set forth in Section 3.4(aon Schedule 5.3(a) of the Seller Disclosure Schedule. Upon payment in full , all shares of capital stock of the Purchase Price, good and valid title to the Shares will pass to the Purchaser (or its Designated Affiliate), free and clear of Company have been issued without any Encumbrances, and with no restrictions on the voting rights or other incidents of record and beneficial ownership of such Shares. All of the Shares are duly authorized, validly issued, fully paid and nonassessable. There are no Contracts to which the Share Selling Affiliate or any other Person, is a party or bound with respect to the voting (including voting trusts or proxies) of the Shares. Other than the Shares, there are no outstanding or authorized options, warrants, rights, agreements calls or commitments other preemptive rights with respect to which additional shares of capital stock. Except as set forth on Schedule 5.3(a) of the Acquired Company is a party Disclosure Schedule, no Options, Warrants, preemptive or which are binding upon the Acquired Company providing for the issuance or redemption of other rights to acquire any shares of Company Capital Stock or any debt or equity interest in the Acquired Company have been issued or are outstanding. All Options have been granted or issued at fair market value, as determined by the Company’s capital stockBoard of Directors at the date of grant or issuance using the reasonable application of a reasonable valuation method. All Options and Warrants of the Company, if not exercised prior to the Closing Date, will be terminated as of the Closing Date without any further liabilities to Parent, Merger Sub, or the Company. (b) Except as set forth on Schedule 5.3(b) of the Disclosure Schedule, the Company is not a party or subject to any agreement or understanding and (other than voting agreements entered into in connection with this Agreement) there is no agreement or understanding between any Persons that affects or relates to the voting or giving of written consents with respect to any securities of the Company or the voting of any securities of the Company by any Shareholder, director or officer of the Company. The Acquired Company does not own or have any rights to acquire, directly or indirectly, any capital stock has no contractual or other equity interests obligation to register under the securities laws of any Personjurisdiction any of its presently outstanding securities or any of its securities that may hereafter be issued. (c) No bankruptcyExcept as set forth on Schedule 5.3(c) of the Disclosure Schedule, insolvency the Company is not a party or dissolution proceedings are applied forsubject to any agreement that grants any rights of refusal, pending orrights of first offer, co-sale or tag-along rights, drag-along rights, registration rights or similar rights with respect to Company Capital Stock. (d) Each Shareholder is, or on the Closing Date will be, the record owner of the equity interests indicated in Schedule 5.3(a) of the Disclosure Schedule as owned by such Shareholder (or to be owned as of the Closing Date). Except as set forth in Schedule 5.3(a) of the Disclosure Schedule, to the Seller’s Knowledgeknowledge of the Company there are no agreements, threatened with respect arrangements, options, warrants, calls, rights or commitments of any character relating to the Acquired Company sale, purchase, redemption or other transfer of the Share Selling Affiliate. Neither the Acquired Company nor the Share Selling Affiliate is required under the Laws of its jurisdiction of organization to file for bankruptcy, insolvency or dissolutionCapital Stock held by any Shareholder.

Capitalization and Ownership. (a) Section 3.4(a) The Seller holds of the Seller Disclosure Schedule sets forth an accurate record and complete list of all the issued and outstanding shares of the capital stock of the Acquired Company. Section 3.4(a) of the Seller Disclosure Schedule includes an up-to-date excerpt from the commercial register and no material filings to the commercial register have been made, or should have been made, that have not been registered. The Shares represent owns beneficially all of the issued and outstanding shares of the capital stock of the Acquired Company. The Share Selling Affiliate is the sole record holder and beneficial owner of all of the SharesMembership Interests, free and clear of all EncumbrancesLiens, in the respective amounts set forth in Section 3.4(a) subscriptions, options, warrants, calls, proxies, commitments, restrictions and Contracts of any kind that will not be automatically released or terminated as of the Closing. The Membership Interests were not issued in violation of (i) any Contract to which the Seller Disclosure Scheduleis or was a party or beneficiary or by which the Seller or its properties or assets is or was subject or (ii) any preemptive or similar rights of any Person. Upon payment in full of This Agreement, together with the Purchase Priceother documents executed and delivered at Closing by the Seller, good and will be effective to transfer valid title to the Shares will pass Membership Interests to the Purchaser (or its Designated Affiliate)Purchaser, free and clear of any Encumbrancesall Liens, and with no restrictions on the voting rights or other incidents of record and beneficial ownership of such Shares. All of the Shares are duly authorizedsubscriptions, validly issued, fully paid and nonassessable. There are no Contracts to which the Share Selling Affiliate or any other Person, is a party or bound with respect to the voting (including voting trusts or proxies) of the Shares. Other than the Shares, there are no outstanding or authorized options, warrants, rightscalls, agreements or proxies, commitments to which the Acquired Company is a party or which are binding upon the Acquired Company providing for the issuance or redemption and Contracts of any shares of the Acquired Company’s capital stockkind. (b) Each member of the Seller Group holds of record and owns beneficially all of the Seller Shares set forth opposite such member of the Seller Group’s name on Exhibit A hereto. Such member of the Seller Group’s Pro Rata Share is correctly set forth on Exhibit A. The Acquired Company Seller Shares set forth opposite such member of the Seller Group’s name on Exhibit A hereto correctly sets forth all of the Seller Securities owned of record or beneficially by such member of the Seller Group and such member of the Seller Group does not own (or have any rights in or to acquire, directly ) any other Seller Securities. Such member of the Seller Group’s Seller Shares were not issued in violation of (i) any Contract to which such member of the Seller Group is or indirectly, was a party or beneficiary or by which such member of the Seller Group or its properties or assets is or was subject or (ii) any capital stock preemptive or other equity interests similar rights of any Person. (c) No bankruptcy, insolvency or dissolution proceedings are applied for, pending or, to the Seller’s Knowledge, threatened with respect to the Acquired Company or the Share Selling Affiliate. Neither the Acquired Company nor the Share Selling Affiliate is required under the Laws of its jurisdiction of organization to file for bankruptcy, insolvency or dissolution.

Capitalization and Ownership. (a) Section 3.4(a) of the Seller Disclosure Schedule sets forth an accurate and complete list of all the issued The authorized and outstanding shares of the capital stock of Purchaser and its par value per share, if any, is as set forth on Schedule 2.2(b) hereto. Each person listed on Schedule 2.2(b) is the Acquired Company. Section 3.4(a) lawful owner of the Seller Disclosure Schedule includes an up-to-date excerpt from the commercial register and no material filings to the commercial register have been made, or should have been made, that have not been registered. The Shares represent all number of the issued and outstanding shares of the capital stock of the Acquired Company. The Share Selling Affiliate is the sole record holder and beneficial owner of all of the Shares, free and clear of all Encumbrances, in the respective amounts Purchaser set forth in Section 3.4(a) of the Seller Disclosure Schedule. Upon payment in full of the Purchase Price, good and valid title to the Shares will pass to the Purchaser (or its Designated Affiliate)opposite such person's name, free and clear of any Encumbrances, and with no restrictions upon. The shares of Common Stock set forth on the voting rights or other incidents of record and beneficial ownership of such Shares. All Schedule 2.2(b) constitute all of the Shares are shares of capital stock of the Purchaser issued and outstanding and have been duly authorized, authorized and validly issued, fully paid and nonassessable. There are no Contracts to which the Share Selling Affiliate or any other Person, is a party or bound with respect and to the voting (including voting trusts or proxies) best of the Sharesknowledge and belief of the Purchaser, issued in compliance with all applicable federal and state securities laws. Other than the SharesExcept as provided in this Agreement, there are no outstanding subscriptions, warrants, calls, options, conversion rights, rights of exchange or authorized other commitments, plans, agreements, or arrangements of any nature under which the Purchaser or its shareholders may be obligated to issue, assign, exchange, purchase, redeem or transfer any shares of capital stock of the Purchaser, and there are no shareholders' agreements to which the Purchaser or its shareholders is a party, or proxies, voting trust agreements or similar agreements or options executed by the Purchaser or to which the Common Stock is subject. There are no outstanding subscriptions, options, warrants, rights, convertible securities or other agreements or commitments to which the Acquired Company is a party or which are binding upon the Acquired Company providing for the issuance or redemption of any shares of character relating to the Acquired Company’s capital stock. (b) The Acquired Company does not own issued or have any rights to acquire, directly or indirectly, any unissued capital stock or other equity interests securities of any Person. (c) No bankruptcy, insolvency or dissolution proceedings are applied for, pending the Purchaser obligating the Purchaser or, to the Seller’s Knowledgebest knowledge of Purchaser, threatened with respect its shareholders to grant, extend or enter into any subscription, option, warrant, right, convertible security or other similar agreement or commitment. Upon issuance of shares of Common Stock in exchange for the shares of the Company's Capital Stock, as set forth herein, the Selling Shareholders shall acquire good and marketable title to the Acquired Company shares of Common Stock, free and clear of any liens, pledges, encumbrances, security interests, charges, equities or the Share Selling Affiliate. Neither the Acquired Company nor the Share Selling Affiliate is required under the Laws restrictions of its jurisdiction of organization to file for bankruptcy, insolvency or dissolutionany nature imposed by Purchaser except as set forth in this Agreement.

Capitalization and Ownership. (a) Section 3.4(a) of Seller is the Seller Disclosure Schedule sets forth an accurate and complete list of all the issued and outstanding shares of the capital stock sole member of the Acquired Company. Section 3.4(a) Company and the sole holder of record and legal and beneficial owner of all of the Acquired Company Equity Interests, free and clear of any and all Liens other than transfer restrictions imposed by applicable securities Laws. Seller Disclosure Schedule includes an up-to-date excerpt from has the commercial register power and no material filings authority to sell, transfer, assign and deliver the Acquired Company Equity Interests owned by Seller, and the sale, transfer, assignment and delivery of the Acquired Company Equity Interests to Purchaser as contemplated by this Agreement will convey to Purchaser (or one or more Purchaser Designated Subsidiaries) good and valid title to the commercial register have been madeAcquired Company Equity Interests, or should have been madefree and clear of any and all Liens, that have not been registeredother than transfer restrictions imposed by applicable securities Laws and Liens created by Purchaser. The Shares Acquired Company Equity Interests represent all of the issued and outstanding shares Equity Securities in the Acquired Company and the Acquired Company is not party to any Contract granting another Person any rights with respect to the issuance of the capital stock any new Equity Securities of the Acquired Company. The Share Selling Affiliate is the sole record holder and beneficial owner of all of the Shares, free and clear of all Encumbrances, in the respective amounts set forth in Section 3.4(a) of the Seller Disclosure Schedule. Upon payment in full of the Purchase Price, good and valid title to the Shares will pass to the Purchaser (or its Designated Affiliate), free and clear of any Encumbrances, and with no restrictions on the voting rights or other incidents of record and beneficial ownership of such Shares. All of the Shares are duly authorized, validly issued, fully paid and nonassessable. There are no Contracts to which the Share Selling Affiliate or any other Person, is a party or bound with respect to the voting (including voting trusts or proxies) of the Shares. Other than the Shares, there are no outstanding or authorized options, warrants, rights, agreements or commitments to which the Acquired Company is a party or which are binding upon the Acquired Company providing for the issuance or redemption of any shares of the Acquired Company’s capital stock. (b) The Acquired Company does not own or have any rights to acquireEquity Interests were duly authorized for issuance and are validly issued, directly or indirectly, any capital stock or other equity interests of any Personfully paid and non-assessable. (c) No bankruptcyOther than this Agreement, there is no Contract to which Seller is a party requiring the delivery of any of the Acquired Company Equity Interests by Seller to another Person, at the option of such Person or otherwise. Seller is not a party to any voting trust or other Contract with respect to the voting, redemption, sale, transfer or other disposition of the Acquired Company Equity Interests. (d) Except as set forth on Schedule 5.4(d), no insolvency or dissolution similar proceedings are applied forhave been, pending or, to the Knowledge of Seller’s Knowledge, have been threatened with respect to be, opened over the assets of the Acquired Company and there are no circumstances that would require the opening of or the Share Selling Affiliateapplication for such proceedings under applicable Law. Neither the The Acquired Company nor the Share Selling Affiliate is required under the Laws has not ceased or suspended payments or agreed to any debt settlement arrangements with any of its jurisdiction of organization to file for bankruptcy, insolvency or dissolutioncreditors.

Capitalization and Ownership. The Company’s authorized and outstanding Equity Securities (athe “Shares”) Section 3.4(aand its Subsidiaries’ authorized and outstanding equity securities (the “Subsidiary Shares”) are as set forth on Schedule 4.2 of the Seller Disclosure Schedules, and the Subsidiary Shares are owned of record by the stockholders set forth on Schedule sets forth an accurate and complete list of all the issued and outstanding shares 4.2 of the capital stock of the Acquired Company. Section 3.4(a) of the Seller Disclosure Schedule includes an up-to-date excerpt from the commercial register and no material filings to the commercial register have been made, or should have been made, that have not been registered. The Shares represent all of the issued and outstanding shares of the capital stock of the Acquired Company. The Share Selling Affiliate is the sole record holder and beneficial owner of all of the Shares, free and clear of all Encumbrances, Schedules in the respective amounts set forth in Section 3.4(a) thereon. The Company’s Subsidiaries are set forth on Schedule 4.2 of the Seller Disclosure Schedule. Upon payment in full of the Purchase Price, good and valid title to the Shares will pass to the Purchaser (or its Designated Affiliate), free and clear of any Encumbrances, and with no restrictions on the voting rights or other incidents of record and beneficial ownership of such SharesSchedules. All of the Shares are and the Subsidiary Shares have been duly authorized, authorized and validly issued, are fully paid and nonassessable, were not issued in violation of the terms of any Contract binding upon any Target Company and were issued in compliance with all applicable Charter Documents of each Target Company and all applicable securities or “blue sky” Laws. No Equity Securities or equity securities of the Subsidiaries, other than the Shares and the Subsidiary Shares, are issued or outstanding. There are no Contracts to which the Share Selling Affiliate or any other Person, is a party or bound preemptive rights with respect to the voting (including voting trusts or proxies) issuance of the Shares or the Subsidiary Shares. Other than Each Target Company has complied with all preemptive rights associated with the Shares and the Subsidiary Shares. Except as set forth on Section 4.2 of the Disclosure Schedules, there are are: (a) no outstanding or authorized existing Contracts, stock appreciation rights, subscriptions, options, warrants, rightscalls, agreements commitments or commitments rights of any character (including under any shareholder rights plan or similar antitakeover agreement or plan) to which the Acquired purchase or otherwise acquire from any Target Company is stockholder or a party Target Company at any time, or which are binding upon the Acquired Company providing for the issuance or redemption happening of any shares of the Acquired Company’s capital stock. (b) The Acquired Company does not own or have any rights to acquire, directly or indirectlystated event, any capital stock or other equity interests securities of any Person. Target Company, whether or not presently issued or outstanding; (b) no outstanding securities of any Target Company that are convertible into or exchangeable for capital stock or other securities of any Target Company; and (c) No bankruptcyno Contracts, insolvency stock appreciation rights, subscriptions, options, warrants, calls, phantom units, restricted stock or dissolution proceedings are applied forother equity-based awards, pending or, commitments or rights of any character to the Seller’s Knowledge, threatened with respect to the Acquired purchase or otherwise acquire from any Target Company any such convertible or the Share Selling Affiliate. Neither the Acquired Company nor the Share Selling Affiliate is required under the Laws of its jurisdiction of organization to file for bankruptcy, insolvency or dissolutionexchangeable securities.

Capitalization and Ownership. (a) Section 3.4(a) of the Seller Disclosure Schedule sets forth an accurate and complete list of all the issued and outstanding shares of the The authorized capital stock of the Acquired Company. Section 3.4(a) Company and the names and holdings of the Seller Disclosure record holders thereof as of March 1, 2006 and as of the Closing are set forth on Schedule includes an up-to-date excerpt from the commercial register and no material filings to the commercial register have been made, or should have been made, that have not been registered3.3. The Shares represent all of owned by the Sellers are the only issued and outstanding shares of the capital stock of the Acquired Company. The Share Selling Affiliate Each Seller is the sole record holder and beneficial owner owner, of record and beneficially, of his, her or its Shares as set forth on Schedule 3.3, with all of the Shares, rights to vote such Shares without restriction and free and clear of all Encumbrances, in the respective amounts set forth in Section 3.4(a) of the Seller Disclosure ScheduleLiens. Upon purchase and payment in full of the Purchase Price, good therefor and valid title delivery to the Buyer thereof in accordance with the terms of this Agreement, each Seller’s Shares will pass to the Purchaser (or its Designated Affiliate), shall be transferred free and clear of any Encumbrances, and with no restrictions on all Liens at the voting rights or other incidents of record and beneficial ownership of such SharesClosing. All of the Shares were duly authorized and validly issued and are duly authorized, validly issued, fully paid and nonassessablenon-assessable without restriction on the right of transfer thereof (other than restrictions imposed upon non-registered securities under federal and state securities Laws). There Subject to the provisions of the Stockholders’ Agreement (which effective as of the Closing will be terminated) and except for the Buyer’s rights pursuant to this Agreement, except for the Warrants and Options (each of which as of the Closing has been terminated) and except as set forth on Schedule 3.3, (i) there are no Contracts authorized or outstanding securities of the Company other than the Shares, or warrants, preemptive rights, other rights, or options with respect to which any securities of the Share Selling Affiliate Company, and (ii) neither the Company nor any Seller is subject to any obligation to issue, sell, deliver, redeem, or otherwise transfer, acquire or retire the Shares or any other securities of the Company. Except for the Stockholders’ Agreement (which effective as of the Closing will be terminated), there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. Except for the Stockholders’ Agreement and Registration Rights Agreement (each of which effective as of Closing will be terminated), is a party there are no voting trusts, stockholder agreements, proxies or bound other agreements or understandings in effect with respect to the voting (including voting trusts or proxies) transfer of any of the Shares. Other than the SharesSchedule 3.3 also sets forth each Seller’s Closing Pro Rata Portion, there are no outstanding Escrow Pro Rata Portion or authorized optionsSeries A and B Pro Rata Portion, warrants, rights, agreements or commitments to which the Acquired Company is a party or which are binding upon the Acquired Company providing for the issuance or redemption of any shares of the Acquired Company’s capital stockas applicable. (b) All Options and Warrants have been terminated as of the Closing Date in a manner which complies with applicable Law. Other than the Performance Assessment Network, Inc. Stock Option Plan, created under the Performance Assessment Network, Inc. Equity Incentive Plan, effective as of October 16, 2000, as amended, the Company is not a party to any stock option plan or equity incentive plan. The Acquired Company does not own or have any rights Warrantholder is entitled to acquirereceive an aggregate of 20,000 shares of Common Stock under the Warrants, directly or indirectly, any capital stock or other equity interests of any Person. (c) No bankruptcy, insolvency or dissolution proceedings are applied for, pending or, which right is being terminated pursuant to the Seller’s Knowledge, threatened with respect Warrant Termination Agreement. Other than the Warrants which will be terminated pursuant to the Acquired Warrant Termination Agreement, the Company or is not a party to any other warrant. The Company has complied in all material respects with the Share Selling AffiliateKnow-How License Agreement, dated August 13, 2003, by and between the Company and the Warrantholder (the “P&G License Agreement”), including the payment of all royalties due thereunder. Neither The Company has not achieved Gross Sales (as defined in the Acquired Company nor P&G License Agreement) of the Share Selling Affiliate is required under Licensed Product (as defined in the Laws P&G License Agreement) of its jurisdiction of organization to file for bankruptcy, insolvency or dissolutionat least $1,000,000 in any Contract Year (as defined in the P&G License Agreement).

Capitalization and Ownership. (a) Section 3.4(a) i. The authorized capital stock of the Seller Disclosure Schedule sets forth an accurate SELLER consists of 3,800,000 shares of common stock, par value HK$1.0, of which 3,519,349 shares are issued and complete list outstanding. There is no other class of all the capital stock authorized or outstanding. The issued and outstanding shares of SELLER Stock are duly authorized, validly issued in compliance with applicable law, are fully paid and non-assessable and are registered in the names of the shareholders in such amounts as appearing on the stock transfer books of SELLER. The outstanding SELLER Stock, together with any stock options granted by SELLER and any shares of capital stock of the Acquired Company. Section 3.4(a) of the Seller Disclosure Schedule includes an up-to-date excerpt from the commercial register and no material filings issued pursuant to the commercial register have been madeexercise of any stock options, or should have been made, that have not been registeredissued in violation of securities laws, rules and regulations. The Shares represent all number of the authorized, issued and outstanding shares of each class of capital stock of SELLER as of the Closing Date is set forth on Schedule 2(b)(i) attached hereto. Upon completion of the transaction contemplated hereby, fifty-eight & fifty-three hundredth percent (58.53%) of the outstanding capital stock of SELLER will have been transferred, sold and delivered to BUYER and all rights of any nature whatsoever to purchase or otherwise acquire any of the capital stock of the Acquired Company. The Share Selling Affiliate is the sole record holder and beneficial owner of all of the Shares, free and clear of all Encumbrances, in the respective amounts set forth in Section 3.4(a) of the Seller Disclosure Schedule. Upon payment in full of the Purchase Price, good and valid title to the Shares will pass to the Purchaser (or its Designated Affiliate), free and clear of any Encumbrances, and with no restrictions on the voting rights or other incidents of record and beneficial ownership of such Shares. All of the Shares are duly authorized, validly issued, fully paid and nonassessableSELLER shall have been terminated. ii. There are (a) no Contracts to which the Share Selling Affiliate dividends or any other Person, is a party distributions accrued or bound with declared but unpaid in respect to the voting (including voting trusts or proxies) of the Shares. Other than the Shares, there are shares of capital stock of SELLER; (b) no outstanding or authorized optionscontracts, subscriptions, warrants, rights, agreements options or commitments to which the Acquired Company is a party or which are binding upon the Acquired Company providing for the issuance or redemption other rights of any shares of the Acquired Company’s capital stock. kind (bincluding conversion, exchange or preemptive rights) The Acquired Company does not own to subscribe for or have any rights to acquire, directly or indirectly, purchase any capital stock or other equity interests securities of any Person. SELLER; (c) No bankruptcyno voting trusts, insolvency voting agreements or dissolution proceedings are applied for, pending or, irrevocable proxies executed by SELLER; (d) no existing rights of SELLER or any other party to the Seller’s Knowledge, threatened require SELLER to register any securities of SELLER or to participate with respect to the Acquired Company or the Share Selling Affiliate. Neither the Acquired Company nor the Share Selling Affiliate is required under the Laws SELLER in any registration by SELLER of its jurisdiction securities; (e) no other agreements by SELLER which provide for the purchase, sale, pledge, lien, encumbrance or other transfer of organization the shares of common stock of SELLER or any other capital stock or securities of SELLER, authorized or not, or any restrictions thereon; and (f) no agreements, commitments or rights of SELLER or any other party to file for bankruptcypurchase, insolvency redeem or dissolutionotherwise acquire any shares of SELLER.

Capitalization and Ownership. (a) Section 3.4(a) of the Seller Disclosure Schedule sets forth an accurate and complete list of all the All issued and outstanding shares membership interests of Novopelle are legally issued, fully paid, and non-assessable and not issued in violation of the capital stock preemptive or other rights of the Acquired Companyany person. Section 3.4(a) of the Seller Disclosure Schedule includes an up-to-date excerpt from the commercial register and no material filings Prior to giving effect to the commercial register have been madetransactions contemplated by this Agreement, or should have been made, that have not been registered. The Shares represent the Novopelle Members are the legal and beneficial owners of all of the issued and outstanding shares equity interests of Novopelle, with each Novopelle Member owning the capital stock equity interests of Novopelle set forth on the Acquired Company. The Share Selling Affiliate is the sole record holder and beneficial owner of signature page hereof, all of the Shares, free and clear of all Encumbrances, in the respective amounts set forth in Section 3.4(a) of the Seller Disclosure Schedule. Upon payment in full of the Purchase Price, good and valid title to the Shares will pass to the Purchaser (or its Designated Affiliate), which equity interests are owned free and clear of any Encumbrances, Liens (other than those imposed under applicable securities laws). The Novopelle Membership Interests to be delivered by Novopelle Members to the Company at the Closing constitute all of the issued and with no restrictions on the voting rights or other incidents outstanding equity interests of record and beneficial ownership of such SharesNovopelle. All of the Shares outstanding equity interests of Novopelle were not issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law, Novopelle’s governing documents or any contract to which Novopelle is a party or by which it or its securities are duly authorized, validly issued, fully paid and nonassessablebound. Novopelle holds no equity interests in its treasury. None of the outstanding equity interests of Novopelle were issued in violation of any applicable securities Laws. There are no Contracts convertible securities of Novopelle. There are no preemptive rights or rights of first refusal or first offer with respect to Novopelle’s equity securities, nor are there any contracts, commitments, arrangements or restrictions to which Novopelle or, to the Share Selling Affiliate or Knowledge of Novopelle, any other Person, of its equity holders is a party or bound relating to any equity securities or convertible securities of Novopelle, whether or not outstanding. There are no outstanding or authorized equity appreciation, phantom equity or similar rights with respect to Novopelle. There are no voting trusts, proxies, shareholder agreements or any other agreements or understandings with respect to the voting (including voting trusts or proxies) of the SharesNovopelle’s equity interests. Other than the Shares, there There are no outstanding contractual obligations of Novopelle to repurchase, redeem or authorized options, warrants, rights, agreements or commitments to which the Acquired Company is a party or which are binding upon the Acquired Company providing for the issuance or redemption of otherwise acquire any shares of the Acquired Company’s capital stock. (b) The Acquired Company does not own or have any rights to acquire, directly or indirectly, any capital stock or other equity interests of any Person. (c) No bankruptcy, insolvency Novopelle. There are no declared or dissolution proceedings are applied for, pending or, to the Seller’s Knowledge, threatened accrued but unpaid dividends with respect to the Acquired Company or the Share Selling Affiliateany equity interests of Novopelle. Neither the Acquired Company nor the Share Selling Affiliate Annexed hereto and made a part hereof as Exhibit “I” (Article “4C”), is required under the Laws a schedule of its jurisdiction all Novopelle Members and their respective ownership of organization to file for bankruptcy, insolvency or dissolutionNovopelle’s common stock.

Capitalization and Ownership. (a) Section 3.4(a) of the Seller Disclosure Schedule sets forth an accurate and complete list of all the issued and outstanding shares of the capital stock of the Acquired Company. Section 3.4(a) of the Seller Disclosure Schedule includes an up-to-date excerpt from the commercial register and no material filings to the commercial register have been made, or should have been made, that have not been registered. The Shares represent all of the issued and outstanding shares of the capital stock of the Acquired Company. The Share Selling Affiliate is the sole record holder and beneficial owner of all of the Shares, free and clear of all Encumbrances, in the respective amounts set forth in Section 3.4(a) of the Seller Disclosure Schedule. Upon payment in full of the Purchase Price, good and valid title to the Shares will pass to the Purchaser (or its Designated Affiliate), free and clear of any Encumbrances, and with no restrictions on the voting rights or other incidents of record and beneficial ownership of such Shares. All of the Shares are duly authorized, validly issued, fully paid and nonassessablenonassessable and owned by the Sellers free and clear of all Liens (other than Liens imposed under federal, state or foreign securities laws). The Sellers will transfer and deliver to the applicable Purchasing Entities designated by Purchaser Parent (or Purchaser Parent’s designee(s)) at the Closing valid title to the Shares, free and clear of all Liens (other than Liens imposed under federal, state or foreign securities laws and Liens imposed solely due to actions of Purchaser Parent or a Purchasing Entity). Except for the Shares and any interest in a Transferred Entity held by another Transferred Entity, there are no shares of common stock, preferred stock or other equity interests of any Transferred Entity reserved, issued or outstanding or any other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of any Transferred Entity, and no securities evidencing such rights are issued or outstanding. There are no Contracts to which the Share Selling Affiliate or any other Personoutstanding preemptive rights, is a party or bound with respect to the voting (including voting trusts or proxies) of the Shares. Other than the Sharessubscriptions, there are no outstanding or authorized options, warrants, convertible securities, exchangeable securities, contingent value rights, redemption rights, repurchase rights, stock appreciation, phantom stock or profit participations or agreements or commitments relating to which the Acquired Company is a party or which are binding upon the Acquired Company providing for the issuance or redemption equity securities of any shares Transferred Entity or agreements, arrangements or obligations of any character of Parent or any of its Subsidiaries to issue or sell any equity securities of any Transferred Entity. None of the Acquired Company’s capital stockTransferred Entities has any outstanding bonds, debentures, notes or other obligations that provide the holders thereof the right to vote (or are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders of such Transferred Entity on any matter. (b) The Acquired Company does not own All shares of capital stock or have other equity interests of each Transferred Entity are (i) duly authorized, validly issued, fully paid and nonassessable and (ii) owned by another Transferred Entity, free and clear of all Liens, other than Liens imposed under federal, state or foreign securities laws and Liens imposed solely due to actions of Purchaser Parent. There are no Liabilities for any rights dividends or distributions declared or accumulated but unpaid with respect to acquire, directly or indirectly, any shares of the capital stock or other equity interests of any Person. (c) No bankruptcyTransferred Entity, insolvency other than such Liabilities owed to another Transferred Entity or dissolution proceedings are applied forsuch Liabilities that would not be material, pending orindividually or in the aggregate, to the Seller’s KnowledgeBusiness, threatened with respect taken as a whole and which are included as Closing Indebtedness. Except for any interests held in a Transferred Entity by another Transferred Entity or as otherwise would not be material, individually or in the aggregate, to the Acquired Company Business, taken as a whole, no Transferred Entity, directly or indirectly, owns or has the Share Selling Affiliate. Neither the Acquired Company nor the Share Selling Affiliate is required under the Laws of its jurisdiction of organization right or obligation to file for bankruptcy, insolvency acquire any capital stock or dissolutionother equity interest in any other Person.

Capitalization and Ownership. (a) Section 3.4(a) Seller holds of the Seller Disclosure Schedule sets forth an accurate record and complete list of all the issued and outstanding shares of the capital stock of the Acquired Company. Section 3.4(a) of the Seller Disclosure Schedule includes an up-to-date excerpt from the commercial register and no material filings to the commercial register have been made, or should have been made, that have not been registered. The Shares represent owns beneficially all of the issued and outstanding shares of the capital stock of the Acquired Company. The Share Selling Affiliate is the sole record holder and beneficial owner of all of the SharesMembership Interests, free and clear of all Encumbrances, in the respective amounts set forth in Section 3.4(asubscriptions, options, warrants, calls, proxies, commitments, restrictions and Contracts (other than Organizational Documents) of the Seller Disclosure Schedule. Upon payment in full any kind that will not be released or terminated as of the Purchase PriceClosing. The Membership Interests were not issued in violation of (i) any Contract to which Seller is or was a party or beneficiary or by which Seller or its properties or assets is or was subject or (ii) any preemptive or similar rights of any Person. This Agreement, good together with the other documents executed and delivered at Closing by Seller, will be effective to transfer valid title to the Shares will pass Membership Interests to the Purchaser (or its Designated Affiliate)Purchaser, free and clear of any all Encumbrances, and with no restrictions on the voting rights or other incidents of record and beneficial ownership of such Shares. All of the Shares are duly authorizedsubscriptions, validly issued, fully paid and nonassessable. There are no Contracts to which the Share Selling Affiliate or any other Person, is a party or bound with respect to the voting (including voting trusts or proxies) of the Shares. Other than the Shares, there are no outstanding or authorized options, warrants, rightscalls, agreements or proxies, commitments to which the Acquired Company is a party or which are binding upon the Acquired Company providing for the issuance or redemption and Contracts (other than Organizational Documents) of any shares of the Acquired Company’s capital stockkind. (b) Each member of the Seller Group holds of record and owns beneficially all of the membership interests of Seller set forth opposite such member of the Seller Group’s name on Exhibit G hereto. The Acquired members of the Seller Group own 100% of the membership interests of Seller and owned 100% of the interests of the Company prior to the Reorganization. Such member of the Seller Group’s Pro Rata Share is correctly set forth on Exhibit G. The membership interests of Seller set forth opposite such member of the Seller Group’s name on Exhibit G hereto correctly sets forth all of the membership interests of Seller owned of record or beneficially by such member of the Seller Group. Each Seller Group member has a carryover basis in such membership interests as a result of the Reorganization, and such carryover basis in the Company as of December 31, 2020 is set forth next to each Seller Group member’s name on Exhibit G. Such member of the Seller Group does not own (or have any rights in or to acquire) any other securities of Seller, directly except as set forth in Article X of Seller’s limited liability company agreement. Such member of the Seller Group’s membership interests of Seller were not issued in violation of (i) any Contract to which such member of the Seller Group is or indirectly, was a party or beneficiary or by which such member of the Seller Group or its properties or assets is or was subject or (ii) any capital stock preemptive or other equity interests similar rights of any Person. (c) No bankruptcyUnder the Trust Agreement, insolvency or dissolution proceedings are applied for(i) Xxxxxx X. Xxxxxx, pending orIII is the Trustee of the Xxxxxx X. Xxxxxx, to III Trust, (ii) Xxxxxxxxxxx X. Xxxxxx is the Seller’s KnowledgeTrustee of the Xxxxxxxxxxx X. Xxxxxx Trust, threatened with respect to (iii) Xxxxxx X. Xxxxxx is the Acquired Company or Trustee of the Share Selling Affiliate. Neither Xxxxxx X. Xxxxxx Trust, (iv) Xxxxx X. Xxxxxx is the Acquired Company nor Trustee of the Share Selling Affiliate Xxxxx X. Xxxxxx Trust, (v) Xxxx X. Xxxxxxxx is required under the Laws Trustee of its jurisdiction the Xxxx X. Xxxxxxxx Trust, and (vi) Xxxxxxxxx X. Xxxxxx is the Trustee of organization to file for bankruptcy, insolvency or dissolution.the Xxxxxxxxx X.