Common use of Capitalization; No Subsidiaries Clause in Contracts

Capitalization; No Subsidiaries. (a) The authorized capital of the Company consists of 150,000 authorized shares of common stock, no par value, all of which are issued and outstanding and owned by Seller (the “Company Shares”). (b) All of the Company Shares are duly authorized, validly issued and outstanding, fully paid and non-assessable. There are no shares of the Company’s capital stock that are reserved for any purpose. Except as set forth on Schedule 3.2(b), Seller owns the Company Shares beneficially and of record, free and clear of all Encumbrances. Except for the Contemplated Transactions, neither Seller nor the Company has any commitment or obligation to redeem, buy, issue, deliver or sell any shares of capital stock of the Company or any securities or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to put, or subscribe for, purchase or otherwise acquire from the Company or Seller, any shares of the Company’s capital stock, and no such securities or obligations are issued or outstanding. There are no (A) securities convertible into or exercisable or exchangeable for the capital stock or other securities of the Company, (B) options, warrants, stock awards or other rights to purchase or subscribe for the capital stock or other securities of the Company or securities which are convertible into or exercisable or exchangeable for capital stock or other securities of the Company, or (C) Contracts, commitments, agreements, understandings or arrangements of any kind, or stock option, equity incentive or similar plans relating to the issuance, sale or transfer of any capital stock or other equity securities of the Company, any such convertible or exercisable or exchangeable securities or any such options, warrants or other rights. (c) Except as set forth on Schedule 3.2(c), as of the date of this Agreement, the Company does not (i) own directly or indirectly, whether beneficially or of record, any capital stock or other equity securities of any Person or (ii) have any direct or indirect equity or other ownership interest or investment in any Person or business, and immediately prior to the Closing, Seller shall deliver to Purchaser a revised copy of Schedule 3.2(c), which shall be true and complete as of the Closing Date.

Capitalization; No Subsidiaries. (a) The authorized capital Schedule 4.03 of the Disclosure Schedules sets forth the number of authorized, issued and outstanding Equity Interests of the Company, the names of the record owner thereof, and the number of Equity Interests held of record by each such owner. All of the issued and outstanding Equity Interests of the Company consists of 150,000 authorized shares of common stock, no par value, all of which are issued and outstanding and owned by Seller (the “Company Shares”). (b) All of the Company Shares are have been duly authorized, validly issued and outstandingissued, fully paid and non-assessableassessable and are not subject to, nor were they issued in violation of, any purchase options, preemptive rights, rights of first refusal or any similar rights. Except for the Convertible Notes, the Equityholders collectively own of record one hundred percent (100%) of the Equity Interests of the Company free and clear of all Liens (other than any restrictions under applicable securities laws). Except for the Equity Interests set forth on Schedule 4.03, there are no issued, reserved for issuance, authorized or outstanding (i) Company Stock or other equity or voting interests of the Company, (ii) securities of the Company convertible into or exchangeable or exercisable for Company Stock, or other equity or voting interest in, the Company or containing any profit participation features, or (iii) outstanding or authorized options, warrants, Contracts, calls, puts, rights to subscribe, conversion rights or other similar rights to which the Company is a party or which are binding upon the Company providing for the issuance, disposition or acquisition of any Equity Interests of the Company (other than this Agreement). There are no shares outstanding or authorized unit appreciation, phantom unit, profits interests or similar rights with respect to the Company. There are no voting trusts, proxies or any other Contracts or understandings with respect to the voting of the Equity Interests of the Company’s capital stock that are reserved for . The Company is not subject to any purposeobligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its Equity Interests. Except as set forth on Schedule 3.2(b), Seller owns No former direct or indirect holder of any Equity Interests of the Company Shares has any Action against the Company or the Equityholders that remains unresolved. As of immediately following the Closing, Purchaser will own beneficially and of recordrecord all of the Company Stock, free and clear of all EncumbrancesLiens. Except for the Contemplated Transactions, neither Seller nor the Company has any commitment or obligation to redeem, buy, issue, deliver or sell any shares of capital stock All of the Company Stock is duly authorized, validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any securities or obligations convertible into or exercisable or exchangeable forsimilar right under any provision of applicable Law, or giving any Person any right to putthe Charter, or subscribe for, purchase or otherwise acquire from the Company or Seller, any shares of the Company’s capital stock, and no such securities or obligations are issued or outstanding. There are no (A) securities convertible into or exercisable or exchangeable for the capital stock bylaws or other securities of the Company, (B) options, warrants, stock awards or other rights to purchase or subscribe for the capital stock or other securities of the Company or securities which are convertible into or exercisable or exchangeable for capital stock or other securities governing documents of the Company, or (C) Contracts, commitments, agreements, understandings any agreement to which the Company is a party or arrangements of any kind, or stock option, equity incentive or similar plans relating otherwise bound. There are no accrued and unpaid dividends with respect to the issuance, sale Company Stock. The Company Stock was issued in compliance with all applicable federal or transfer of any capital stock or other equity state securities of the Company, any such convertible or exercisable or exchangeable securities or any such options, warrants or other rightsLaws. (cb) Except as set for the Option Plan, the Company has not adopted or maintained any equity-based or equity option plan or any other plan or agreement providing for the issuance of Company Stock or Equity Interests in the Company to any Person. The Company reserved under the Option Plan 2,613,520 shares of Company Stock for issuance to employees and directors of, and consultants to, the Company. As of the date of this Agreement, (i) 945,532 shares of Company Stock are issuable upon the exercise of currently outstanding, unexercised Options and (ii) 591,376 shares of Company Stock remain available for future grant. Schedule 4.03(b) sets forth on Schedule 3.2(c), for each Option outstanding as of the date of this Agreement: (A) the name of the holder of such Option; (B) the number of shares of Company Stock issuable upon the exercise of such Option; (C) the exercise price of such Option; (D) the date of grant of such Option; (E) the vesting schedule for such Option, including the Company does not (i) own directly or indirectly, whether beneficially or of record, any capital stock or other equity securities of any Person or (ii) have any direct or indirect equity or other ownership interest or investment in any Person or business, and immediately prior to the Closing, Seller shall deliver to Purchaser a revised copy of Schedule 3.2(c), which shall be true and complete extent vested as of the Closing Datedate of this Agreement and whether the vesting of such Option is subject to acceleration as a result of the Transactions or any other events; and (F) whether such Option is a nonqualified stock option or intended to qualify as an incentive stock option as defined in Section 422 of the Code. True, correct and complete copies of the Option Plan and all forms of agreements and instruments relating to or issued under the Option Plan (including any agreements and instruments that differ materially in substance from such forms) have been delivered to Purchaser, and, except as indicated in the copies delivered to Purchaser, such agreements and instruments have not been amended, modified or supplemented, and there are no agreements to amend, modify or supplement such agreements or instruments from the forms thereof delivered to Purchaser. Each grant of an Option has been authorized by all necessary corporate action, including, as applicable, approval by the board of directors, of the Company (or a duly constituted and authorized committee thereof) and any required Equityholder approval by the necessary number of votes or written consents. (c) The Company has no, and has never had any, Subsidiaries and does not hold, and has never held, any equity, partnership, joint venture or other interest in any Person.

Capitalization; No Subsidiaries. (a) The authorized capital of the Company consists of 150,000 authorized is $50,000 divided into 50,000 shares of common stock, no a nominal or par value, all value of which are $1.00 per share. The Company has one share issued and outstanding and owned by Seller (the “Company Shares”)Seller. (b) All of the Company Shares are duly authorized, validly issued and outstanding, fully paid and non-assessable. There are no shares of the Company’s capital stock that are Company reserved for any purpose. Except as set forth on Schedule 3.2(b), Seller owns the Company Shares beneficially and of record, free and clear of all Encumbrances, other than restrictions on subsequent transfer of such Shares as may be imposed generally under any applicable state and federal securities and insurance laws. None of the outstanding shares of capital stock of the Company were issued in violation of any preemptive (or similar) right, the Organizational Documents of the Company or any Legal Requirement. Except for the Contemplated Transactions, neither Seller nor the Company has any commitment or obligation to redeem, buy, issue, deliver or sell any ordinary shares of capital stock of the Company or any securities or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to put, or subscribe for, purchase or otherwise acquire from the Company or Seller, any shares of the Company’s capital stock, and no such securities or obligations are issued or outstanding. There are no (Ai) securities convertible into or exercisable or exchangeable for the capital stock or other securities shares of the Company, (Bii) options, warrants, stock awards or other rights to purchase or subscribe for the capital stock shares or other securities of the Company or securities which are convertible into or exercisable or exchangeable for capital stock shares or other securities of the Company, or (Ciii) Contractscontracts, commitments, agreements, understandings or arrangements of any kind, or stock option, equity incentive or similar plans relating to the issuance, sale or transfer of any capital stock shares or other equity securities of the Company, any such convertible or exercisable or exchangeable securities or any such options, warrants or other rights. There are no voting trusts or other agreements or understandings to which EIHI, Seller or Company is a party with respect to the voting of the equity interests of the Company. The sale and delivery of the Shares as provided for in this Agreement is not subject to any preemptive right or right of first refusal or other right or restriction. At Closing, Purchaser will acquire the Shares, free and clear of all Encumbrances, other than restrictions on subsequent transfer of such Shares as may be imposed generally under any applicable Legal Requirement. (c) Except as set forth on Schedule 3.2(c), as of the date of this Agreement, the The Company does not (i) own directly or indirectly, whether beneficially or of record, any capital stock or other equity securities of any Person Person, or (ii) have any direct or indirect equity or other ownership interest or investment in any Person or business, and immediately prior to except for equity interests owned as investments in the Closing, Seller shall deliver to Purchaser a revised copy ordinary course of Schedule 3.2(c), which shall be true and complete as of the Closing Datebusiness.

Capitalization; No Subsidiaries. (a) The authorized only issued and outstanding shares of capital stock of the Company consists of 150,000 authorized shares of common stockare the Shares, no par value, all of which are issued and outstanding and owned by Seller (the “Company Shares”). (b) All of the Company such Shares are have been duly authorized, are validly issued and outstandingissued, fully paid and non-assessable. There , and are no shares solely owned of the Company’s capital stock that are reserved for any purpose. Except as set forth on Schedule 3.2(b), Seller owns the Company Shares record and beneficially and of recordby Seller, free and clear of all EncumbrancesEncumbrances (other than Encumbrances arising under applicable securities Laws or this Agreement). Except for the Contemplated Transactions, neither Seller nor the Company has any commitment or obligation to redeem, buy, issue, deliver or sell any shares of capital stock There are no securities of the Company or any securities or obligations that are convertible into into, or exercisable or exchangeable for, shares or giving any Person capital stock of the Company. There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any right character relating to putthe Equity Interests of the Company or obligating Seller or the Company to issue, or subscribe forsell, purchase redeem or otherwise acquire from any Equity Interests of, or any other interest in, the Company (other than this Agreement). The Company has no outstanding or Sellerauthorized stock appreciation rights, phantom stock rights, phantom stock appreciation rights, profit participation or similar rights. There are no voting trusts, equityholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any shares of the Shares. No bonds, debentures, notes or other instruments or evidence of indebtedness having the right to vote (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matters on which the Company’s capital stock, and no such securities holders of Equity Interests may vote are issuable or obligations are issued or outstanding. There are no (A) securities convertible into preemptive or exercisable or exchangeable for the capital stock or other securities of the Company, (B) options, warrants, stock awards or other similar rights to purchase or subscribe for the otherwise acquire shares or any capital stock or other securities of the Company and, except pursuant to this Agreement, neither the Company nor Seller is a party to any Contract with respect to the sale or securities which are convertible into or exercisable or exchangeable for capital stock or other securities of the Company, or (C) Contracts, commitments, agreements, understandings or arrangements voting of any kind, Shares (whether outstanding or stock option, equity incentive issuable upon conversion or similar plans relating to the issuance, sale or transfer exercise of any capital stock or other equity securities of the Company, any such convertible or exercisable or exchangeable securities or any such options, warrants or other rightsoutstanding securities). (cb) Except as set forth on Schedule 3.2(c), as of the date of this Agreement, the The Company does not (i) own directly or indirectlyown, whether beneficially or of record, any capital stock or other equity securities of any Person or (ii) have any direct interest in any shares or indirect units, or have an equity or other ownership interest or investment in any Person or business, and immediately prior to the Closing, Seller shall deliver to Purchaser a revised copy of Schedule 3.2(c), which shall be true and complete as of the Closing Dateother Person.

Capitalization; No Subsidiaries. (a) The authorized capital of the Company consists of 150,000 authorized shares of common stockauthorized, no par value, all of which are issued and outstanding capital stock (including treasury stock) of each of Rylan, High Reach and owned SMSV is as set forth on Schedule 4.3(a) hereto. The Shares being acquired by Seller (the “Company Shares”)Purchasers hereunder constitute all of the outstanding shares of capital stock of Rylan, High Reach and SMSV, respectively. (b) All of the Company Shares are duly authorized, validly issued and outstandingoutstanding shares of capital stock of the Acquired Companies were duly authorized for issuance, are validly issued, fully paid and non-assessable. There are no shares , and have not been issued in violation of any preemptive or similar rights of any Person. (c) None of the Company’s capital stock that are reserved for any purpose. Except as set forth on Schedule 3.2(b), Seller Acquired Companies owns the Company Shares beneficially and of record, free and clear of all Encumbrances. Except for the Contemplated Transactions, neither Seller nor the Company or has any commitment Subsidiaries or obligation to redeemotherwise owns any stock, buylimited liability company membership, issuepartnership or other equity interest in any Person, deliver or sell any shares of capital stock of the Company or any options, warrants or rights to acquire, or securities or obligations convertible into or exercisable or exchangeable for, any such interests in any Person. (d) There is no (i) existing option, warrant, call, right, commitment or giving other agreement of any Person character to which any right to put, Stockholder or subscribe for, purchase or otherwise acquire from the Acquired Company or Seller, any shares of the Company’s capital stockis a party requiring, and no such securities or obligations are issued or outstanding. There there are no (A) securities convertible into or exercisable or exchangeable for the capital stock or other securities of the Companyany Acquired Company outstanding, (B) optionswhich upon conversion or exchange would require, warrants, stock awards or other rights to purchase or subscribe for the capital stock or other securities of the Company or securities which are convertible into or exercisable or exchangeable for capital stock or other securities of the Company, or (C) Contracts, commitments, agreements, understandings or arrangements of any kind, or stock option, equity incentive or similar plans relating to the issuance, sale or transfer of any capital stock or other equity securities additional shares of the Company, any such convertible or exercisable or exchangeable securities or any such options, warrants or other rights. (c) Except as set forth on Schedule 3.2(c), as of the date of this Agreement, the Company does not (i) own directly or indirectly, whether beneficially or of record, any capital stock or other equity securities of any Person of the Acquired Companies or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of capital stock or other equity securities of any of the Acquired Companies; (ii) have existing commitment or agreement to which any direct Acquired Company is a party requiring it to purchase any securities of, or indirect equity otherwise advance funds to, any other Person; (iii) voting trust or other ownership interest agreement with respect to any shares of capital stock of any of the Acquired Companies or investment in any Person or business, and immediately prior agreements relating to the Closingissuance, Seller shall deliver to Purchaser a revised copy of Schedule 3.2(c)sale, which shall be true and complete as redemption, transfer or other disposition of the Closing Datecapital stock of any of the Acquired Companies.