Common use of CAPITALIZATION OF NORTH AMERICAN Clause in Contracts

CAPITALIZATION OF NORTH AMERICAN. The entire authorized capital stock of North American consists of (i) 98,000,000 shares of North American Common Stock, including 10,000,000 North American Class A Common Shares, 20,000,000 North American Class B Common Shares, and 68,000,000 Shares of undesignated North American Common Stock and (ii) 2,000,000 shares of North American Preferred Stock, including 100,000 designated as North American Series A Preferred Shares. The issued and outstanding capital stock of North American, immediately prior to (i) the closing of the transactions contemplated pursuant to the Exchange Agreements and (ii) the proposed sale of 100,000 North American Series A Preferred Shares to HIG, consists of 1,946,330 North American Class A Common Shares, no North American Class B Common Stock and no North American Preferred Stock. The issued and outstanding capital stock of North American, immediately following the (i) closing of the transactions contemplated pursuant to the Exchange Agreements and (ii) the proposed sale of 100,000 North American Series A Preferred Shares to HIG, shall consist of 1,946,330 North American Class A Shares, 5,011,800 North American Class B Shares and 100,000 North American Series A Preferred Shares, held of record as set forth in Annex II hereto. All of the issued and outstanding North American Class A Common Shares have been, and upon issuance pursuant to the Exchange Agreements and the Securities Purchase Agreement, respectively, the 5,011,800 Class B Common Shares and the 100,000 North American Series A Preferred Shares will be, duly authorized, validly issued, fully paid, and nonassessable. Except as disclosed in Annex II, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require North American to issue, sell, or otherwise cause to become outstanding any of its capital stock. Except as disclosed in Annex II, there are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to North American. Except as disclosed in Annex II, there are no voting trusts, proxies or other agreements or understandings with respect to the voting of the capital stock of North American. Included as part of Annex II is an unaudited pro forma balance sheet for North American, dated as of the date of this Agreement, which gives effect on a pro forma basis to (i) the consummation of the transactions contemplated by the Exchange Agreements, (ii) the sale of 100,000 North American Series A Preferred Shares to HIG and (iii) the proposed $10,000,000 Revolving Credit Facility and $19,000,000 Term Loan from PNC Bank, N.A. Also included as part of Annex II is a table listing the percentage of North American capital stock attributable to each class of shareholders of North American immediately following the closing of (i) the transactions contemplated by the Exchange Agreements and (ii) the transactions contemplated by the Securities Purchase Agreement.

CAPITALIZATION OF NORTH AMERICAN. The entire authorized capital stock of North American consists of (i) 98,000,000 shares of North American Common Stock, including 10,000,000 North American Class A Common Shares, 20,000,000 North American Class B Common Shares, and 68,000,000 Shares of undesignated North American Common Stock and (ii) 2,000,000 shares of North American Preferred Stock, including 100,000 designated as North American Series A Preferred Shares. The issued and outstanding capital stock of North American, immediately prior to (i) the closing of the transactions contemplated pursuant to the Exchange Agreements and (ii) the proposed sale of 100,000 North American Series A Preferred Shares to HIG, consists of 1,946,330 North American Class A Common Shares, no North American Class B Common Stock Shares and no North American Preferred Stock. The issued and outstanding capital stock of North American, immediately following the (i) closing of the transactions contemplated pursuant to the Exchange Agreements and (ii) the proposed sale of 100,000 North American Series A Preferred Shares to HIG, shall consist of 1,946,330 North American Class A Shares, 5,011,800 North American Class B Shares and 100,000 North American Series A Preferred Shares, held of record as set forth in Annex II hereto. All of the issued and outstanding North American Class A Common Shares have been, and upon issuance pursuant to the Exchange Agreements and the Securities Purchase Agreement, respectively, the 5,011,800 Class B Common Shares and the 100,000 North American Series A Preferred Shares will be, duly authorized, validly issued, fully paid, and nonassessable. Except as disclosed in Annex II, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require North American to issue, sell, or otherwise cause to become outstanding any of its capital stock. Except as disclosed in Annex II, there are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to North American. Except as disclosed in Annex II, there are no voting trusts, proxies or other agreements or understandings with respect to the voting of the capital stock of North American. Included as part of Annex II is an unaudited pro forma balance sheet for North American, dated as of the date of this Agreement, which gives effect on a pro forma basis to (i) the consummation of the transactions contemplated by the Exchange Agreements, (ii) the sale of 100,000 North American Series A Preferred Shares to HIG and (iii) the proposed $10,000,000 Revolving Credit Facility and $19,000,000 Term Loan from PNC Bank, N.A. Also included as part of Annex II is a table listing the percentage of North American capital stock attributable to each class of shareholders of North American immediately following the closing of (i) the transactions contemplated by the Exchange Agreements and (ii) the transactions contemplated by the Securities Purchase Agreement.

CAPITALIZATION OF NORTH AMERICAN. The entire authorized capital stock of North American consists of (i) 98,000,000 shares of North American Common Stock, including (i) 10,000,000 North American Class A Common Shares, 20,000,000 North American Class B Common Shares, and 68,000,000 Shares of undesignated North American Common Stock and (ii) 2,000,000 shares of North American Preferred Stock, including 100,000 designated as North American Series A Preferred Shares. The issued and outstanding capital stock of North American, immediately prior to (i) the closing of the transactions contemplated pursuant to the Exchange Agreements and (ii) the proposed sale of 100,000 North American Series A Preferred Shares to HIG, consists of 1,946,330 North American Class A Common Shares, no North American Class B Common Stock Shares and no North American Preferred Stock. The issued and outstanding capital stock of North American, immediately following the (i) closing of the transactions contemplated pursuant to the Exchange Agreements and (ii) the proposed sale of 100,000 North American Series A Preferred Shares to HIG, shall consist of 1,946,330 North American Class A Shares, 5,011,800 North American Class B Shares and 100,000 North American Series A Preferred Shares, held of record as set forth in Annex II hereto. All of the issued and outstanding North American Class A Common Shares have been, and upon issuance pursuant to the Exchange Agreements and the Securities Purchase Agreement, respectively, the 5,011,800 Class B Common Shares and the 100,000 North American Series A Preferred Shares will be, duly authorized, validly issued, fully paid, and nonassessable. Except as disclosed in Annex II, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require North American to issue, sell, or otherwise cause to become outstanding any of its capital stock. Except as disclosed in Annex II, there are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to North American. Except as disclosed in Annex II, there are no voting trusts, proxies or other agreements or understandings with respect to the voting of the capital stock of North American. Included as part of Annex II is an unaudited pro forma balance sheet for North American, dated as of the date of this Agreement, which gives effect on a pro forma basis to (i) the consummation of the transactions contemplated by the Exchange Agreements, (ii) the sale of 100,000 North American Series A Preferred Shares to HIG and (iii) the proposed $10,000,000 Revolving Credit Facility and $19,000,000 Term Loan from PNC Bank, N.A. Also included as part of Annex II is a table listing the percentage of North American capital stock attributable to each class of shareholders of North American immediately following the closing of (i) the transactions contemplated by the Exchange Agreements and (ii) the transactions contemplated by the Securities Purchase Agreement.

CAPITALIZATION OF NORTH AMERICAN. The entire authorized capital stock of North American consists of (i) 98,000,000 shares of North American Common Stock, including 10,000,000 North American Class A Common Shares, 20,000,000 North American Class B Common Shares, and 68,000,000 Shares of undesignated North American Common Stock and (ii) 2,000,000 shares of North American Preferred Stock, Stock including 100,000 designated as North American Series A Preferred Shares. The issued and outstanding capital stock of North American, immediately prior to (i) the closing of the transactions contemplated pursuant to the Exchange Agreements and (ii) the proposed sale exchange of 100,000 North American Series A Preferred Shares to with HIG, consists of 1,946,330 North American Class A Common Shares, no North American Class B Common Stock Shares and no North American Preferred Stock. The issued and outstanding capital stock of North American, immediately following the (i) closing of the transactions contemplated pursuant to the Exchange Agreements and (ii) the proposed sale exchange of 100,000 North American Series A Preferred Shares to HIG, shall consist of 1,946,330 North American Class A Shares, 5,011,800 50,011,800 North American Class B Shares and 100,000 North American Series A Preferred Shares, held of record as set forth in Annex II hereto. All of the issued and outstanding North American Class A Common Shares have been, and upon issuance pursuant to the Exchange Agreements and the Securities Purchase Agreement, respectively, the 5,011,800 Class B Common Shares and the 100,000 North American Series A Preferred Shares will be, duly authorized, validly issued, fully paid, and nonassessable. Except as disclosed in Annex II, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require North American to issue, sell, or otherwise cause to become outstanding any of its capital stock. Except as disclosed in Annex II, there are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to North American. Except as disclosed in Annex II, there are no voting trusts, proxies or other agreements or understandings with respect to the voting of the capital stock of North American. Included as part of Annex II is an unaudited pro forma balance sheet for North American, dated as of the date of this Agreement, which gives effect on a pro forma basis to (i) the consummation of the transactions contemplated by the Exchange Agreements, (ii) the sale exchange of 100,000 North American Series A Preferred Shares to HIG and (iii) the proposed $10,000,000 Revolving Credit Facility and $19,000,000 Term Loan from PNC Bank, N.A. Also included as part of Annex II is a table listing the percentage of North American capital stock attributable to each class of shareholders of North American immediately following the closing of (i) the transactions contemplated by the Exchange Agreements and (ii) the transactions contemplated by the Securities Purchase Agreement.