Common use of Capitalization and Stock Ownership Clause in Contracts

Capitalization and Stock Ownership. The total authorized capital stock of the Buyer consists of 3,000,000 shares of Class A Common Stock, par value $0.01 per share, 2,001,576 shares of which are issued and outstanding (including the Pamarco Common Stock); 500,000 shares of Class B Common Stock, par value $0.01 per share, 379,225 shares of which are issued and outstanding; 100,000 shares of Class C Common Stock, par value $0.01 per share, none of which is issued and outstanding; and 100,000 shares of Preferred Stock, par value $0.01 per share, none of which is issued and outstanding. The shares of Class A Common Stock being issued by the Buyer to certain of its stockholders on the date hereof is being sold at a price of $15.00 per share, payable in cash. Except for (a) options granted to certain officers of the Buyer and its Affiliates for the purchase of an aggregate of up to 127,000 shares of Class A Common Stock, (b) an option to purchase up to 25,000 shares of Class A Common Stock granted in January 1995 to Ashcon, Inc. in connection with the Dauphin Graphics Machines, Inc. acquisition, (c) the right of the holders of shares of Class B Common Stock to convert such shares at any time into an equal number of shares of Class A Common Stock, (d) the right of the holders of shares of Class C Common Stock to convert such shares into an equal number of shares of Class A Common Stock upon the occurrence of certain events described in Buyer's Certificate of Incorporation, and (e) rights with respect to the outstanding offers by the Company to sell up to 56,162 shares of Class A Common Stock to existing stockholders of the Company, there are no existing options, warrants, calls, commitments or other rights of any character (including conversion or preemptive rights) relating to the acquisition of any issued or unissued capital stock or other securities of the Buyer. The Pamarco Common Stock to be issued to Seller at the Closing is duly and validly authorized and issued, fully paid and non-assessable. The Buyer has complied with all applicable Laws in connection with the issuance of the Buyer's outstanding capital stock, and none of the Buyer's outstanding capital stock was issued in violation of any Contract binding upon the Buyer. Upon completion of the Transactions at the Closing, the Seller shall receive valid title to all of the Pamarco Common Stock, free and clear of all Encumbrances.

Capitalization and Stock Ownership. The total authorized capital stock of the Buyer Acquiror consists of 3,000,000 1,150,000,000 shares of Class A Common Stockcommon stock, par value $0.01 .00001 per share, 2,001,576 share and 1,150,000,000 shares of which are issued and outstanding (including the Pamarco Common Stock); 500,000 shares of Class B Common Stockpreferred stock, par value $0.01 .00001 per share. Of such authorized capital stock, 379,225 on the date hereof 14,950,000 shares of which Acquiror Common Stock and no Shares of Acquiror Preferred Stock are issued and outstanding; 100,000 . Following the Share Cancellation referred to in Section 2.3 hereof, and not taking into account the issuance of the Acquiror Common Stock at Closing, on the Closing Date, 6,325,000 shares of Class C Acquiror Common Stock, par value $0.01 per share, none of which is issued and outstanding; and 100,000 shares of Preferred Stock, par value $0.01 per share, none of which is Stock will be issued and outstanding. The All of the currently issued and outstanding shares of Class A Acquiror’s common stock are validly issued, fully paid and non-assessable and all of the shares of Acquiror Common Stock being issued by the Buyer to certain of its stockholders on the date hereof is being sold at a price of $15.00 per share, payable in cash. Except for (a) options granted to certain officers of the Buyer and its Affiliates for the purchase of an aggregate of up to 127,000 other shares of Class A common stock of Acquiror to be issued pursuant to this Agreement will, when issued, have been validly issued, fully paid and non-assessable. Other than restrictions related to its status as stock not registered under the Securities Act of 1933, as amended, no transfer or sale restrictions shall be applicable, at the time of issuance, to the Acquiror Common Stock, (b) an option to purchase up to 25,000 Stock and other restricted shares of Class A Common Stock granted in January 1995 common stock of Acquiror to Ashcon, Inc. in connection with the Dauphin Graphics Machines, Inc. acquisition, (c) the right of the holders of shares of Class B Common Stock be issued pursuant to convert such shares at any time into an equal number of shares of Class A Common Stock, (d) the right of the holders of shares of Class C Common Stock to convert such shares into an equal number of shares of Class A Common Stock upon the occurrence of certain events described in Buyer's Certificate of Incorporation, and (e) rights with respect to the outstanding offers by the Company to sell up to 56,162 shares of Class A Common Stock to existing stockholders of the Company, there this Agreement. There are no existing options, warrants, calls, commitments or other rights of any character (including conversion or preemptive rights) relating to the acquisition of any issued or unissued capital stock or other securities of Acquiror. Schedule 4.5 hereof sets forth (i) the Buyer. The Pamarco Common Stock to be issued to Seller capitalization of Acquiror that exists as at the date hereof; and (ii) the capitalization of Acquiror that will exist on the Closing is duly and validly authorized and issued, fully paid and non-assessable. The Buyer has complied with all applicable Laws in connection with Date following the issuance of the Buyer's outstanding capital stock, and none 18,000,000 shares of the Buyer's outstanding capital stock was issued in violation of any Contract binding upon the Buyer. Upon completion of the Transactions at the Closing, the Seller shall receive valid title to all of the Pamarco Acquiror Common Stock, free and clear the shares issued as a result of all Encumbrances.the SSAG convertible notes. 3.6

Capitalization and Stock Ownership. The total authorized capital stock of the Buyer Acquiror consists of 3,000,000 1,150,000,000 shares of Class A Common Stockcommon stock, par value $0.01 .00001 per share, 2,001,576 share and 1,150,000,000 shares of which are issued and outstanding (including the Pamarco Common Stock); 500,000 shares of Class B Common Stockpreferred stock, par value $0.01 .00001 per share. Of such authorized capital stock, 379,225 on the date hereof 14,950,000 shares of which Acquiror Common Stock and no Shares of Acquiror Preferred Stock are issued and outstanding; 100,000 . Following the Share Cancellation referred to in Section 2.3 hereof, and not taking into account the issuance of the Acquiror Common Stock at Closing, on the Closing Date, 6,325,000 shares of Class C Acquiror Common Stock, par value $0.01 per share, none of which is issued and outstanding; and 100,000 shares of Preferred Stock, par value $0.01 per share, none of which is Stock will be issued and outstanding. The All of the currently issued and outstanding shares of Class A Acquiror’s common stock are validly issued, fully paid and non-assessable and all of the shares of Acquiror Common Stock being issued by the Buyer to certain of its stockholders on the date hereof is being sold at a price of $15.00 per share, payable in cash. Except for (a) options granted to certain officers of the Buyer and its Affiliates for the purchase of an aggregate of up to 127,000 other shares of Class A common stock of Acquiror to be issued pursuant to this Agreement will, when issued, have been validly issued, fully paid and non-assessable. Other than restrictions related to its status as stock not registered under the Securities Act of 1933, as amended, no transfer or sale restrictions shall be applicable, at the time of issuance, to the Acquiror Common Stock, (b) an option to purchase up to 25,000 Stock and other restricted shares of Class A Common Stock granted in January 1995 common stock of Acquiror to Ashcon, Inc. in connection with the Dauphin Graphics Machines, Inc. acquisition, (c) the right of the holders of shares of Class B Common Stock be issued pursuant to convert such shares at any time into an equal number of shares of Class A Common Stock, (d) the right of the holders of shares of Class C Common Stock to convert such shares into an equal number of shares of Class A Common Stock upon the occurrence of certain events described in Buyer's Certificate of Incorporation, and (e) rights with respect to the outstanding offers by the Company to sell up to 56,162 shares of Class A Common Stock to existing stockholders of the Company, there this Agreement. There are no existing options, warrants, calls, commitments or other rights of any character (including conversion or preemptive rights) relating to the acquisition of any issued or unissued capital stock or other securities of Acquiror. Schedule 4.5 hereof sets forth (i) the Buyer. The Pamarco Common Stock to be issued to Seller capitalization of Acquiror that exists as at the date hereof; and (ii) the capitalization of Acquiror that will exist on the Closing is duly and validly authorized and issued, fully paid and non-assessable. The Buyer has complied with all applicable Laws in connection with Date following the issuance of the Buyer's outstanding capital stock, and none 18,000,000 shares of the Buyer's outstanding capital stock was issued in violation of any Contract binding upon the Buyer. Upon completion of the Transactions at the Closing, the Seller shall receive valid title to all of the Pamarco Acquiror Common Stock, free and clear the shares issued as a result of all Encumbrancesthe SSAG convertible notes.

Capitalization and Stock Ownership. The total authorized capital stock of the Buyer Acquiror consists of 3,000,000 200,000,000 shares of Class A Common Stockcommon stock, par value $0.01 .000333 per share, 2,001,576 share and 5,000,000 shares of which are issued and outstanding (including the Pamarco Common Stock); 500,000 shares of Class B Common Stockpreferred stock, par value $0.01 .001 per share. Of such authorized capital stock, 379,225 on the date hereof 9,380,000 shares of which Acquiror Common Stock and no Shares of Acquiror Preferred Stock are issued and outstanding; 100,000 . Following the GIC Share Cancellation referred to in Section 2.4 hereof, and not taking into account the issuance of the Acquiror Common Stock at Closing or the issuances of shares of Class C Common Stockcommon stock of Acquiror to the Acquiree Contractors at Closing, par value $0.01 per shareon the Closing Date, none of which is issued and outstanding; and 100,000 6,400,000 shares of Preferred Stock, par value $0.01 per share, none of which is Acquiror Common Stock will be issued and outstanding. The Further, in connection with this Agreement, 3,333,334 shares of Class A Common Acquiror Preferred Stock being are to be issued by to the Buyer to certain of its stockholders on the date hereof is being sold Shareholders at a price of $15.00 per share, payable Closing as set forth in cashSection 2.3 hereof. Except for (a) options granted to certain officers All of the Buyer currently issued and its Affiliates for the purchase of an aggregate of up to 127,000 outstanding shares of Class A Acquiror's common stock are validly issued, fully paid and non-assessable and all of the shares of Acquiror Common Stock, (b) an option to purchase up to 25,000 Acquiror Preferred Stock and other shares of Class A common stock of Acquiror to be issued pursuant to this Agreement will, when issued, have been validly issued, fully paid and non-assessable. Other than restrictions related to its status as stock not registered under the Securities Act of 1933, as amended, no transfer or sale restrictions shall be applicable, at the time of issuance, to the Acquiror Common Stock granted in January 1995 to Ashcon, Inc. in connection with the Dauphin Graphics Machines, Inc. acquisition, (c) the right of the holders of and other restricted shares of Class B Common Stock common stock of Acquiror to convert such shares at any time into an equal number of shares of Class A Common Stock, (d) the right of the holders of shares of Class C Common Stock be issued pursuant to convert such shares into an equal number of shares of Class A Common Stock upon the occurrence of certain events described in Buyer's Certificate of Incorporation, and (e) rights with respect to the outstanding offers by the Company to sell up to 56,162 shares of Class A Common Stock to existing stockholders of the Company, there this Agreement. There are no existing options, warrants, calls, commitments or other rights of any character (including conversion or preemptive rights) relating to the acquisition of any issued or unissued capital stock or other securities of Acquiror. Schedule 4.5 hereof sets forth (i) the Buyer. The Pamarco Common Stock to be issued to Seller capitalization of Acquiror that exists as at the date hereof; and (ii) the capitalization of Acquiror that will exist on the Closing is duly and validly authorized and issued, fully paid and non-assessable. The Buyer has complied with all applicable Laws in connection with Date following the issuance of the Buyer's outstanding capital stockAcquiror Preferred Stock, and none 1,666,666 shares of the Buyer's outstanding capital stock was issued in violation of any Contract binding upon the Buyer. Upon completion of the Transactions at the Closing, the Seller shall receive valid title to all of the Pamarco Acquiror Common Stock, free and clear the issuances of all Encumbrancescommon stock of Acquiror to the Acquiree Contractors.

Capitalization and Stock Ownership. 3.5.1 The total authorized capital stock of the Buyer Acquiror consists of 3,000,000 i) 20 million shares of Class A Common Stockcommon stock, par value $0.01 per share, 2,001,576 ii) 10 million shares of which are Acquiror Series I Exchangeable Shares, iii) 10 million shares of Acquiror Series II Exchangeable Shares and iv) 10 million shares of Acquiror Preferred Shares. Of such authorized capital stock and immediately prior to the date hereof 2,100,100 shares of Acquiror common stock were issued and outstanding (including the Pamarco Common Stock); 500,000 shares of Class B Common Stockand no Acquiror Series I Exchangeable Shares, par value $0.01 per share, 379,225 shares of which are issued and outstanding; 100,000 shares of Class C Common Stock, par value $0.01 per share, none of which is issued and outstanding; and 100,000 shares of Acquiror Series II Exchangeable Shares or Acquiror Preferred Stock, par value $0.01 per share, none of which is Shares were issued and outstanding. The At Closing, 2,100,100 shares of Class A Common Stock being Acquiror common stock, 6,500,000 shares of Acquiror Series I Exchangeable Shares and 1,932,000 Acquiror Preferred Shares will be issued by the Buyer to certain of its stockholders on the date hereof is being sold at a price of $15.00 per share, payable in cashand outstanding. Except for (a) options granted to certain officers All of the Buyer currently issued and its Affiliates for the purchase of an aggregate of up to 127,000 outstanding shares of Class A Common StockAcquiror's common stock are validly issued, (b) an option to purchase up to 25,000 fully paid and non-assessable and all of the shares of Class A Common Stock granted Acquiror Series I Exchangeable Shares and of Acquiror Preferred Shares issued pursuant to this Agreement will, when issued, have been validly issued, fully paid and non-assessable. Other than as provided for in January 1995 to Ashconthe Lock-Up Agreement, Inc. in connection with no transfer or sale restrictions shall be applicable, at the Dauphin Graphics Machines, Inc. acquisition, (c) time of issuance. Other than as provided for herein and the right of the holders of shares of Class B Common Stock to convert such shares at any time into an equal number of shares of Class A Common Stock, (d) the right of the holders of shares of Class C Common Stock to convert such shares into an equal number of shares of Class A Common Stock upon the occurrence of certain events described in Buyer's Certificate of Incorporation, and (e) rights with respect to the outstanding offers by the Company to sell up to 56,162 shares of Class A Common Stock to existing stockholders of the CompanyTransaction Documents, there are no existing options, warrants, calls, commitments or other rights of any character (including conversion or preemptive rights) relating to the acquisition of any issued or unissued capital stock or other securities of the Buyer. The Pamarco Common Stock to be issued to Seller at the Closing is duly and validly authorized and issued, fully paid and non-assessable. The Buyer has complied with all applicable Laws in connection with the issuance of the Buyer's outstanding capital stock, and none of the Buyer's outstanding capital stock was issued in violation of any Contract binding upon the Buyer. Upon completion of the Transactions at the Closing, the Seller shall receive valid title to all of the Pamarco Common Stock, free and clear of all EncumbrancesAcquiror.