Common use of Capitalization of the Company and its Subsidiaries Clause in Contracts

Capitalization of the Company and its Subsidiaries. (a) All of the issued and outstanding shares of Capital Stock of Holdings will be at the Closing owned directly by TRW Automotive free and clear of any and all Liens and will have been duly authorized for issuance and will be validly issued, fully paid and non-assessable. SMLLC is a sole member limited liability company. All of the membership interests of SMLLC will be at the Closing owned directly by TRW free and clear of any and all Liens, will be duly authorized for issuance and will be validly issued, fully paid and non-assessable and there are no other outstanding equity interests in SMLLC. (b) There are no existing options, warrants, calls, rights, subscriptions, arrangements, claims, commitments (contingent or otherwise) or other agreements of any character to which Northrop Grumman, TRW, TRW Automotive, the Company or any of its Subsidiaries is a party, or is otherwise subject, requiring, and there are no securities of the Company or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any additional shares of Capital Stock or other securities of the Company or any of its Subsidiaries convertible into, exchangeable for or evidencing the right to subscribe for or purchase Capital Stock or any other securities of the Company or any of its Subsidiaries. None of Northrop Grumman, TRW, TRW Automotive, or the Company is a party, or is otherwise subject, to any voting trust or other voting agreement with respect to any of the shares of Capital Stock of the Company or to any agreement relating to the issuance, sale, redemption, transfer, acquisition or other disposition of the Capital Stock of the Company. (c) Schedule 5.2(c) to the Northrop Grumman Disclosure Letter sets forth a true and complete list of the authorized and outstanding Capital Stock, name, jurisdiction of organization, and record owner of the equity interests of each of the Company, its Subsidiaries and the material Automotive Affiliates, all of which are duly authorized, validly issued and fully paid, nonassessable and free and clear of any and all Liens, except Liens incurred in connection with the financing of the transactions contemplated hereby. Unless otherwise noted on Annex II, all such Capital Stock will be wholly-owned, directly or indirectly, by Newco, free and clear of any and all Liens, except for Liens incurred by Parent or its Affiliates in connection with the financing of the transactions contemplated hereby or otherwise. (d) Schedule 5.2(d) to the Northrop Grumman Disclosure Letter sets forth all outstanding Indebtedness of the Company, its Subsidiaries or the Automotive Affiliates to any Person (i) other than Indebtedness owed to the Company, its Subsidiaries or the Automotive Affiliates and (ii) other than Indebtedness to be incurred at Closing in connection with the transactions specifically contemplated by this Agreement and the Ancillary Agreements.

Capitalization of the Company and its Subsidiaries. (a) All The Company's authorized capital stock consists of the issued and outstanding 1,000 shares of Capital Stock of Holdings will be at the Closing owned directly by TRW Automotive free and clear of any and all Liens and will have been duly authorized for issuance and will be validly issuedcommon stock, fully paid and non-assessable. SMLLC is a sole member limited liability company. All of the membership interests of SMLLC will be at the Closing owned directly by TRW free and clear of any and all Lienspar value $1.00 per share, will be duly authorized for issuance and will be validly issued, fully paid and non-assessable and there are no other outstanding equity interests in SMLLC.of (ba) There are no existing optionsExcept as set forth on Schedule 3.4(a), warrants, calls, rights, subscriptions, arrangements, claims, commitments (contingent or otherwise) or other agreements of any character to which Northrop Grumman, TRW, TRW Automotive, neither the Company or nor any of its Subsidiaries is a partyhas (i) any shares of common stock or preferred stock reserved for issuance, or is otherwise subject(ii) any outstanding or authorized option, requiringwarrant, and right, call or commitment relating to its capital stock or any outstanding securities or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire from it, any shares of its capital stock. Except for the SARs, there are no securities (i) outstanding obligations of the Company or any of its Subsidiaries outstanding which upon conversion to repurchase, redeem or exchange would requireotherwise acquire any securities described in the preceding sentence or (ii) stock appreciation, the issuancephantom stock, sale profit participation or transfer of any additional shares of Capital Stock or other securities of similar rights with respect to the Company or any of its Subsidiaries. The amount set forth in Section 2.2(iv) is the amount necessary to satisfy in full the SARs. Except as set forth on Schedule 3.4(a), there are no preemptive or other subscription rights with respect to any shares of the Company's or any of its Subsidiaries' capital stock and all of the issued and outstanding shares of capital stock of the Company and each of its Subsidiaries convertible intohave been duly authorized, exchangeable for or evidencing the right to subscribe for or purchase Capital Stock validly issued, are fully paid and are nonassessable. Except as set forth on Schedule 3.4(a), there are no voting trusts, proxies or any other securities agreements or understandings with respect to the voting of the capital stock of the Company or any of its Subsidiaries. (b) All Subsidiaries of the Company are listed on Schedule 3.4(b). None Except as otherwise disclosed on Schedule 3.4(b), neither the Company nor any of Northrop Grummanits Subsidiaries own any shares of stock of any corporation or any equity interest in a partnership, TRWjoint venture or other business entity, TRW Automotiveand neither the Company nor any of its Subsidiaries controls any other corporation, partnership, joint venture or other business entity by means of ownership, management contract or otherwise. All of the outstanding capital stock of, or other ownership interests in, each Subsidiary of the Company is a party, or is otherwise subject, to any voting trust or other voting agreement with respect to any owned beneficially and of the shares of Capital Stock of the Company or to any agreement relating to the issuance, sale, redemption, transfer, acquisition or other disposition of the Capital Stock of the Company. (c) Schedule 5.2(c) to the Northrop Grumman Disclosure Letter sets forth a true and complete list of the authorized and outstanding Capital Stock, name, jurisdiction of organization, and record owner of the equity interests of each of by the Company, its Subsidiaries directly or indirectly, is validly issued, fully paid and the material Automotive Affiliates, all of which are duly authorized, validly issued and fully paid, nonassessable and free and clear of any and all Lienspreemptive rights, restrictions on transfer or Taxes, except Liens incurred in connection with as provided under the financing of the transactions contemplated hereby. Unless otherwise noted on Annex II, all such Capital Stock will be wholly-owned, directly Securities Act or indirectly, by Newco, free and clear of any and all Liens, except for Liens incurred by Parent or its Affiliates in connection with the financing of the transactions contemplated hereby or otherwisestate securities laws. (d) Schedule 5.2(d) to the Northrop Grumman Disclosure Letter sets forth all outstanding Indebtedness of the Company, its Subsidiaries or the Automotive Affiliates to any Person (i) other than Indebtedness owed to the Company, its Subsidiaries or the Automotive Affiliates and (ii) other than Indebtedness to be incurred at Closing in connection with the transactions specifically contemplated by this Agreement and the Ancillary Agreements.

Capitalization of the Company and its Subsidiaries. (a) All The authorized share capital of the Company consists of 500,000,000 Shares. As of the date hereof, (i) 112,291,644 Shares were issued and outstanding shares outstanding, including 9,727,116 Restricted Shares and 593,266 Shares represented by ADSs that were issued and held in the treasury of Capital Stock of Holdings will be at the Closing owned directly by TRW Automotive free Company and clear of any and all Liens and will have been duly authorized (ii) 18,250,000 Shares were reserved for issuance and under the Company Share Incentive Plans, all of which are, or, with respect to the Shares reserved for issuance as noted above, will be be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable, in compliance with all applicable Laws, and none of which was or will be issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. SMLLC Except as set forth in this Section 3.2 and except for this Agreement and the transactions contemplated hereby, (i) there is a sole member limited liability company. All no share capital of the membership interests of SMLLC will be at the Closing owned directly by TRW free and clear Company authorized, issued or outstanding, (ii) there are no authorized or outstanding options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character (whether or not conditional) relating to the issued or unissued share capital of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any share capital or other equity interest in the Company or any of its Subsidiaries or securities convertible into or exchangeable for such share capital or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any share capital of the Company or any of its Subsidiaries, or to make any payments based on the market price or value of Shares or other share capital of the Company or its Subsidiaries, or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in the Company’s Subsidiaries or any other entity other than loans to the Company’s Subsidiaries in the ordinary course of business, and all Liens(iv) there are no outstanding bonds, will be debentures, notes or other obligations of the Company the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter. (b) The outstanding share capital or registered capital, as the case may be, of each of the Company’s Subsidiaries and other entity in which the Company or any of its Subsidiaries owns any non-controlling equity interest is duly authorized for issuance and will be authorized, validly issued, fully paid and non-assessable assessable, and there are no other the portion of the outstanding equity interests in SMLLC. (b) There are no existing optionsshare capital or registered capital, warrantsas the case may be, calls, rights, subscriptions, arrangements, claims, commitments (contingent of each such entity owned directly or otherwise) or other agreements of any character to which Northrop Grumman, TRW, TRW Automotive, indirectly by the Company or any of its Subsidiaries is a party, or is otherwise subject, requiring, and there are no securities of the Company or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any additional shares of Capital Stock or other securities of the Company or any of its Subsidiaries convertible into, exchangeable for or evidencing the right to subscribe for or purchase Capital Stock or any other securities of the Company or any of its Subsidiaries. None of Northrop Grumman, TRW, TRW Automotive, or the Company is a party, or is otherwise subject, to any voting trust or other voting agreement with respect to any of the shares of Capital Stock of the Company or to any agreement relating to the issuance, sale, redemption, transfer, acquisition or other disposition of the Capital Stock of the Company. (c) Schedule 5.2(c) to the Northrop Grumman Disclosure Letter sets forth a true and complete list of the authorized and outstanding Capital Stock, name, jurisdiction of organization, and record owner of the equity interests of each of the Company, its Subsidiaries and the material Automotive Affiliates, all of which are duly authorized, validly issued and fully paid, nonassessable and free and clear of any and all Liens, except Liens incurred in connection with the financing . Each of the transactions contemplated hereby. Unless otherwise noted on Annex IICompany and its Subsidiaries has the unrestricted right to vote, and (subject to limitations imposed by applicable Law) to receive dividends and distributions on, all such Capital Stock will be wholly-owned, directly share capital or indirectly, registered capital of their respective Subsidiaries and other entities as owned by Newco, free and clear of any and all Liens, except for Liens incurred by Parent or its Affiliates in connection with the financing of the transactions contemplated hereby or otherwisethem. (d) Schedule 5.2(d) to the Northrop Grumman Disclosure Letter sets forth all outstanding Indebtedness of the Company, its Subsidiaries or the Automotive Affiliates to any Person (i) other than Indebtedness owed to the Company, its Subsidiaries or the Automotive Affiliates and (ii) other than Indebtedness to be incurred at Closing in connection with the transactions specifically contemplated by this Agreement and the Ancillary Agreements.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of: 15,000,000 Shares, of which 7,276,168 Shares were issued and outstanding as of the close of business on October 24, 2000. All of the issued and outstanding shares of Capital Stock of Holdings will be at the Closing owned directly by TRW Automotive free and clear of any and all Liens and will Shares have been duly authorized for issuance and will be validly issued, fully paid and non-assessable. SMLLC is a sole member limited liability company. All of the membership interests of SMLLC will be at the Closing owned directly by TRW free and clear of any and all Liens, will be are duly authorized for issuance and will be validly issuedauthorized, fully paid and paid, non-assessable and free of preemptive rights, except and to the extent provided in Sections 114 and 6029 of the NYBL. Except as set forth above, as of the date hereof, there are outstanding (i) no other outstanding equity interests in SMLLC. (b) There are no existing options, warrants, calls, rights, subscriptions, arrangements, claims, commitments (contingent or otherwise) shares of capital stock or other agreements voting securities of any character to which Northrop Grumman, TRW, TRW Automotive, the Company or any of its Subsidiaries is a party, or is otherwise subject, requiring, and there are Company; (ii) no securities of the Company or any of its Subsidiaries outstanding which upon conversion convertible into or exchange would require, the issuance, sale or transfer of any additional exchangeable for shares of Capital Stock capital stock or voting securities of the Company; (iii) no options or other securities rights to acquire from the Company or any of its Subsidiaries, and no obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or securities convertible into, into or exchangeable for capital stock or evidencing voting securities of the right to subscribe for Company; and (iv) no equity equivalents, interests in the ownership or purchase Capital Stock or any other securities earnings of the Company or any of its Subsidiaries. None of Northrop Grumman, TRW, TRW Automotive, or the Company is a party, or is otherwise subject, to any voting trust Subsidiaries or other voting agreement with respect to any of the shares of Capital Stock similar rights, including stock appreciation rights (collectively, "COMPANY SECURITIES"). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any agreement Company Securities. There are no shareholder agreements (other than the voting agreements entered into in connection with the transactions contemplated hereby), voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party or to which it is bound relating to the issuance, sale, redemption, transfer, acquisition or other disposition voting of the Capital Stock any shares of capital stock of the Company. (cb) Schedule 5.2(c) to the Northrop Grumman Disclosure Letter sets forth a true and complete list Except for minority positions held by foreign nationals in non-U.S. Subsidiaries of the authorized and outstanding Capital StockCompany as required by applicable Law, name, jurisdiction of organization, and record owner all of the equity interests of each outstanding capital stock of the Company, its 's Subsidiaries and is owned by the material Automotive Affiliates, all of which are duly authorized, validly issued and fully paid, nonassessable and free and clear of any and all Liens, except Liens incurred in connection with the financing of the transactions contemplated hereby. Unless otherwise noted on Annex II, all such Capital Stock will be wholly-ownedCompany, directly or indirectly, by Newco, free and clear of any and all LiensLien (as hereinafter defined) or any other limitation or restriction (including any restriction on the right to vote or sell the same, except for Liens incurred by Parent as may be required as a matter of Law). There are no securities of the Company or its Affiliates in connection with Subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the financing of Company or its Subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the transactions contemplated hereby issuance or otherwise. (d) Schedule 5.2(d) to the Northrop Grumman Disclosure Letter sets forth all outstanding Indebtedness sale, directly or indirectly of, any capital stock or other ownership interests in, or any other securities of, any Subsidiary of the Company, . There are no outstanding contractual obligations of the Company or its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any Subsidiary of the Automotive Affiliates Company. For purposes of this Agreement, "LIEN" means, with respect to any Person asset (iincluding, without limitation, any security) other than Indebtedness owed to the Companyany mortgage, its Subsidiaries lien, pledge, charge, security interest or the Automotive Affiliates and (ii) other than Indebtedness to be incurred at Closing encumbrance in connection with the transactions specifically contemplated by this Agreement and the Ancillary Agreementsrespect of such asset.

Capitalization of the Company and its Subsidiaries. (a) The authorized stock of the Company consists of: (i) 110,000,000 shares of Company Common Stock, of which 25,661,122 shares are issued and outstanding as of the date hereof and held by less than 1,000 stockholders, and (ii) 10,000,000 shares of Preferred Stock, no par value, no shares of which are issued and outstanding. All of the issued and outstanding shares of Capital Stock of Holdings will be at the Closing owned directly by TRW Automotive free and clear of any and all Liens and will Shares have been duly authorized for issuance and will be validly issued, fully paid and non-assessable. SMLLC is a sole member limited liability company. All of the membership interests of SMLLC will be at the Closing owned directly by TRW free and clear of any and all Liens, will be are duly authorized for issuance and will be validly issuedauthorized, fully paid and paid, non-assessable and free of preemptive rights. As of the date hereof, 3,492,000 Shares are reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to the Company's 2002 Stock Plan. Except as set forth above or listed in Section 3.2(a) of the Company Disclosure Schedule, as of the date hereof, there are no other outstanding equity interests in SMLLC. (bi) There are no existing options, warrants, calls, rights, subscriptions, arrangements, claims, commitments (contingent or otherwise) shares of stock or other agreements of any character to which Northrop Grumman, TRW, TRW Automotive, the Company or any of its Subsidiaries is a party, or is otherwise subject, requiring, and there are no voting securities of the Company or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any additional shares of Capital Stock or other Company; (ii) securities of the Company or any of its Subsidiaries convertible into, into or exchangeable for shares of stock or evidencing voting securities of the right Company; (iii) options or other rights to subscribe for or purchase Capital Stock acquire from the Company or any other securities of its Subsidiaries, and no obligations of the Company or any of its Subsidiaries. None of Northrop GrummanSubsidiaries to issue, TRWany stock, TRW Automotivevoting securities, or securities convertible into or exchangeable for stock or voting securities of the Company is a partyCompany; or (iv) equity equivalents, interests in the ownership or earnings of the Company, or is otherwise subjectother similar rights (including stock appreciation rights) (collectively, to any voting trust or other voting agreement with respect to any of the shares of Capital Stock "Company Securities"). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any agreement Company Securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party or to which it is bound relating to the issuance, sale, redemption, transfer, acquisition or other disposition voting of any shares of capital stock of the Capital Stock Company (other than the Company Voting Agreement). (b) Except as provided in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding capital stock of the Company. (c) Schedule 5.2(c) to the Northrop Grumman Disclosure Letter sets forth a true and complete list of the authorized and outstanding Capital Stock, name, jurisdiction of organization, and record owner of the equity interests of each of 's Subsidiaries is owned by the Company, its Subsidiaries and the material Automotive Affiliates, all of which are duly authorized, validly issued and fully paid, nonassessable and free and clear of any and all Liens, except Liens incurred in connection with the financing of the transactions contemplated hereby. Unless otherwise noted on Annex II, all such Capital Stock will be wholly-owned, directly or indirectly, by Newco, free and clear of any and all LiensLien or any other limitation or restriction (including, any restriction on the right to vote or sell the same) except for Liens incurred by Parent as may be provided as a matter of Law. Except as provided in Section 3.2(b) of the Company Disclosure Schedule, there are no debt or equity securities of the Company or its Affiliates in connection with Subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the financing of Company or its Subsidiaries, and no other contract, understanding, arrangement, or obligation (whether or not contingent) providing for the transactions contemplated hereby issuance or otherwise. (d) Schedule 5.2(d) to the Northrop Grumman Disclosure Letter sets forth all outstanding Indebtedness sale, directly or indirectly of, any capital stock or other ownership interests in, or any other securities of, any Subsidiary of the Company. Except as provided in Section 3.2(b) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or its Subsidiaries to repurchase, redeem, or the Automotive Affiliates to otherwise acquire any Person (i) outstanding shares of capital stock or other than Indebtedness owed to ownership interests in any Subsidiary of the Company. None of the Company's Subsidiaries owns any capital stock of the Company. For purposes of this Agreement, its Subsidiaries "Lien" means, in respect of any asset (including any security) any mortgage, lien, pledge, charge, security interest, or the Automotive Affiliates and (ii) other than Indebtedness to be incurred at Closing encumbrance of any kind in connection with the transactions specifically contemplated by this Agreement and the Ancillary Agreementsrespect of such asset.

Capitalization of the Company and its Subsidiaries. (a) All The authorized stock of the issued and outstanding shares Company consists of Capital Stock of Holdings will be at the Closing owned directly by TRW Automotive free and clear of any and all Liens and will have been duly authorized for issuance and will be validly issued, fully paid and non-assessable10,000 ordinary shares. SMLLC is a sole member limited liability company. All of the membership interests of SMLLC will be at the Closing owned directly by TRW free and clear of any and all Liens, will be duly authorized for issuance and will be validly issued, fully paid and non-assessable and there are no other outstanding equity interests in SMLLC. (b) There are no existing options, warrants, calls, rights, subscriptions, arrangements, claims, commitments (contingent shares of Common Stock or otherwise) any other equity security of the Company issuable upon conversion or other agreements exchange of any character to which Northrop Grumman, TRW, TRW Automotive, the Company or any of its Subsidiaries is a party, or is otherwise subject, requiring, and there are no securities security of the Company or any of its Subsidiaries nor any rights, options or warrants outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any additional other agreements to acquire shares of Capital Stock or other securities of the Company or any of its Subsidiaries convertible into, exchangeable for or evidencing the right to subscribe for or purchase Capital Stock or any other securities stock of the Company or any of its Subsidiaries. None of Northrop Grumman, TRW, TRW Automotive, or Neither the Company nor any of its Subsidiaries is a partycontractually obligated to issue any shares of stock or to purchase, redeem or is otherwise subject, to acquire any voting trust of its outstanding shares of stock. Neither the Company nor any of its Subsidiaries has created any “phantom stock,” stock appreciation rights or other similar rights the value of which is related to or based upon the price or value of the Common Stock. Neither the Company nor any of its Subsidiaries has outstanding debt or debt instruments providing for voting agreement rights with respect to any of the shares of Capital Stock Company or such Subsidiary to the holders thereof. No stockholder of the Company or any of its Subsidiaries or other Person is entitled to any agreement relating preemptive or similar rights to the issuance, sale, redemption, transfer, acquisition or other disposition subscribe for shares of stock of the Capital Stock Company or any of its Subsidiaries. All of the Company. (c) Schedule 5.2(c) to the Northrop Grumman Disclosure Letter sets forth a true and complete list of the authorized issued and outstanding Capital Stock, name, jurisdiction shares of organization, and record owner of the equity interests of each of the Company, its Subsidiaries and the material Automotive Affiliates, all of which Company Common Shares are duly authorized, validly issued and issued, fully paid, nonassessable and free and clear nonassessable. Neither the Company nor any of any and all Liens, except Liens incurred in connection with the financing of the transactions contemplated hereby. Unless otherwise noted on Annex II, all such Capital Stock will be wholly-owned, directly or indirectly, by Newco, free and clear of any and all Liens, except for Liens incurred by Parent or its Affiliates in connection with the financing of the transactions contemplated hereby or otherwise. (d) Schedule 5.2(d) to the Northrop Grumman Disclosure Letter sets forth all outstanding Indebtedness of the Company, its Subsidiaries or the Automotive Affiliates has granted to any Person (i) other than Indebtedness owed the right to demand or request that the Company, its Subsidiaries Company or such Subsidiary effect a registration under the Automotive Affiliates and (ii) other than Indebtedness Securities Act of any securities held by such Person or to be incurred at Closing include any securities of such Person in connection with any such registration by the transactions specifically contemplated by this Agreement and the Ancillary AgreementsCompany or such Subsidiary.

Capitalization of the Company and its Subsidiaries. (a) All The authorized capital stock of the Company consists of: 13,600 shares of Common Stock. As of the date hereof, 8,000 shares of Common Stock were issued and outstanding shares and owned of Capital Stock record and beneficially as set forth in Section 2.2(a) of Holdings will be at the Closing owned directly by TRW Automotive free and clear Sellers' Disclosure Schedule. All the outstanding share capital of any and all Liens and will have the Company has been duly authorized for issuance and will be authorized, validly issued, fully paid and non-assessable. SMLLC is a sole member limited liability company. All Except as set forth above and in Section 2.2(a) of the membership interests of SMLLC will be at the Closing owned directly by TRW free and clear of any and all LiensSellers' Disclosure Schedule, will be duly authorized for issuance and will be validly issued, fully paid and non-assessable and (1) there are no other outstanding equity interests in SMLLC. shares of capital stock of the Company authorized, issued or outstanding, (b2) There there are no existing authorized or outstanding options, warrants, calls, preemptive rights, subscriptions, arrangements, claims, commitments (contingent or otherwise) subscriptions or other agreements rights, agreements, arrangements or commitments of any character (whether or not conditional) relating to which Northrop Grummanthe issued or unissued capital stock of the Company or any of its Subsidiaries, TRW, TRW Automotive, obligating the Company or any of its Subsidiaries is a partyto issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or other equity interest in the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or is otherwise subjectobligating the Company or any of its Subsidiaries to grant, requiringextend or enter into any such option, and warrant, call, subscription or other right, agreement, arrangement or commitment, (3) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock of the Company or any of its Subsidiaries, or to make any payments based on the market price or value of capital stock of the Company or its Subsidiaries, or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary or any other entity and (4) there are no outstanding shareholder agreements, voting agreements, option agreements, buy-sell agreements, rights of first refusal or first offer, proxies, registration rights agreements or other similar agreements with respect to the equity securities of the Company or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any additional shares of Capital Stock or other securities Subsidiary. (b) All of the Company or any of its Subsidiaries convertible into, exchangeable for or evidencing the right to subscribe for or purchase Capital Stock or any other securities of the Company or any of its Subsidiaries. None of Northrop Grumman, TRW, TRW Automotive, or the Company is a party, or is otherwise subject, to any voting trust or other voting agreement with respect to any of the shares of Capital Stock of the Company or to any agreement relating to the issuance, sale, redemption, transfer, acquisition or other disposition of the Capital Stock capital stock of the Company. (c) Schedule 5.2(c) to the Northrop Grumman Disclosure Letter sets forth a true and complete list of the authorized and outstanding Capital Stock, name, jurisdiction of organization, and record owner of the equity interests of each of 's Subsidiaries owned by the Company, its Subsidiaries and the material Automotive Affiliatesdirectly or indirectly, all of which are duly authorized, validly issued and fully paid, nonassessable and is free and clear of any and all LiensLien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except Liens incurred in connection as may be provided as a matter of Law), and there are no irrevocable proxies with the financing respect to such capital stock. For purposes of the transactions contemplated hereby. Unless otherwise noted on Annex IIthis Agreement, all such Capital Stock will be wholly-owned"LIEN" means, directly with respect to any asset (including, without limitation, any security) any mortgage, lien, pledge, charge, security interest or indirectly, by Newco, free and clear encumbrance of any and all Liens, except for Liens incurred by Parent or its Affiliates kind in connection with the financing respect of the transactions contemplated hereby or otherwisesuch asset. (d) Schedule 5.2(d) to the Northrop Grumman Disclosure Letter sets forth all outstanding Indebtedness of the Company, its Subsidiaries or the Automotive Affiliates to any Person (i) other than Indebtedness owed to the Company, its Subsidiaries or the Automotive Affiliates and (ii) other than Indebtedness to be incurred at Closing in connection with the transactions specifically contemplated by this Agreement and the Ancillary Agreements.

Capitalization of the Company and its Subsidiaries. The authorized stock of the Company consists of (i) 25,000,000 shares of Common Stock and (ii) 10,000,000 shares of preferred stock, par value $0.10, of the Company (the "Preferred Stock"). As of the date hereof, (a) All of the issued and outstanding no shares of Capital Preferred Stock of Holdings will be at the Closing owned directly by TRW Automotive free and clear of any and all Liens and will have been duly authorized for issuance and will be validly issuedare issued or outstanding, fully paid and non-assessable. SMLLC is a sole member limited liability company. All of the membership interests of SMLLC will be at the Closing owned directly by TRW free and clear of any and all Liens, will be duly authorized for issuance and will be validly issued, fully paid and non-assessable and there are no other outstanding equity interests in SMLLC. (b) There 7,651,918 shares of Common Stock were issued and outstanding, (c) 3,050,000 shares of Common Stock were reserved for or subject to issuance upon the exercise of outstanding Company Options, and (d) shares of Common Stock are no existing options, warrants, calls, issuable in connection with the earn-out provision in connection with the acquisition by the Company of Portland Professional Pharmacy and Portland Professional Pharmacy Associates as set forth on Schedule 3.6. Schedule 3.6 sets forth a true and correct list of all outstanding rights, subscriptionsoptions or warrants to purchase shares of any class or series of stock of the Company (collectively, arrangementsthe "Company Options") and a true and correct list of each of the Company's stock option, claimsincentive, commitments (contingent or otherwise) purchase or other agreements of any character plans pursuant to which Northrop Grumman, TRW, TRW Automotiveoptions or warrants to purchase stock of the Company may be issued (collectively, the "Existing Plans"). Except (1) as set forth in subsection (d) in the first sentence of this Section 3.6, (2) for shares of Common Stock issued pursuant to the exercise of outstanding Company Options, and (3) for shares of Common Stock issuable upon conversion of the Series A Preferred Stock, on the Closing Date there will be no shares of Common Stock or any other equity security of its Subsidiaries is a party, the Company issued or is otherwise subject, requiring, outstanding and there are no securities shares of Common Stock or any other equity security of the Company or any of its Subsidiaries outstanding which issuable upon conversion or exchange would require, the issuance, sale or transfer of any additional shares of Capital Stock or other securities security of the Company or any of its Subsidiaries convertible intonor will there be any rights, exchangeable options or warrants outstanding or other agreements to acquire shares of stock of the Company or any of its Subsidiaries nor will the Company or any of its Subsidiaries be contractually obligated to issue any shares of stock or to purchase, redeem or otherwise acquire any of its outstanding shares of stock. Neither the Company nor any of its Subsidiaries has created any "phantom stock," stock appreciation rights or other similar rights the value of which is related to or based upon the price or value of the Common Stock. Neither the Company nor any of its Subsidiaries has outstanding debt or debt instruments providing for voting rights with respect to the Company or evidencing such Subsidiary to the right holders thereof. No stockholder of the Company or any of its Subsidiaries or other Person is entitled to any preemptive or similar rights to subscribe for or purchase Capital Stock or any other securities shares of stock of the Company or any of its Subsidiaries. None of Northrop Grumman, TRW, TRW Automotive, or the Company is a party, or is otherwise subject, to any voting trust or other voting agreement with respect to any All of the issued and outstanding shares of Capital Common Stock of the Company or to any agreement relating to the issuance, sale, redemption, transfer, acquisition or other disposition of the Capital Stock of the Company. (c) Schedule 5.2(c) to the Northrop Grumman Disclosure Letter sets forth a true and complete list of the authorized and outstanding Capital Stock, name, jurisdiction of organization, and record owner of the equity interests of each of the Company, its Subsidiaries and the material Automotive Affiliates, all of which are duly authorized, validly issued and issued, fully paid, nonassessable and free and clear nonassessable. Except as set forth on Schedule 3.6 hereto, neither the Company nor any of any and all Liens, except Liens incurred in connection with the financing of the transactions contemplated hereby. Unless otherwise noted on Annex II, all such Capital Stock will be wholly-owned, directly or indirectly, by Newco, free and clear of any and all Liens, except for Liens incurred by Parent or its Affiliates in connection with the financing of the transactions contemplated hereby or otherwise. (d) Schedule 5.2(d) to the Northrop Grumman Disclosure Letter sets forth all outstanding Indebtedness of the Company, its Subsidiaries or the Automotive Affiliates has granted to any Person (i) other than Indebtedness owed the right to demand or request that the Company or such Subsidiary effect a registration under the Securities Act of any securities held by such Person or to include any securities of such Person in any such registration by the Company or such Subsidiary. Immediately following the Closing, and assuming that the Maximum Number are tendered into the Offer, the shares of Common Stock issuable upon conversion of the Series A Preferred Stock that will be issued to the CompanyPurchaser under this Agreement will represent, its Subsidiaries or in the Automotive Affiliates aggregate, no less than 54.6% (as adjusted pursuant to Section 2.2) of the outstanding capital stock of the Company on a Fully Diluted Basis, and the voting power of such issued shares of Series A Preferred Stock will represent, in the aggregate, no less than 54.6% (iias adjusted pursuant to Section 2.2) other than Indebtedness of the total number of votes able to be incurred at Closing in connection with cast on any matter by Voting Securities of the transactions specifically contemplated by this Agreement and the Ancillary AgreementsCompany on a Fully Diluted Basis.

Capitalization of the Company and its Subsidiaries. (a) All of the equity ownership interests in the Company consist of membership interests (the "Membership Interests"), all of which have been duly -------------------- authorized and validly issued in compliance with the terms and conditions of the Operating Agreement and in compliance with all registration or qualification requirements (or applicable exemptions therefrom) of all applicable federal and state securities laws. All of the Membership Interests are currently issued and outstanding shares outstanding. The legal and beneficial and record ownership of Capital Stock of Holdings will be at the Closing owned directly Membership Interests are accurately set forth on Schedule 1.1. The Membership Interests ------------ are fully paid and nonassessable and are not subject to preemptive rights. All capital contributions or similar contributions required by TRW Automotive free and clear the Operating Agreement have been made. There are no Membership Interests currently reserved for issuance for any purpose or upon the occurrence of any and all Liens and will event or condition. Each of the Membership Interests is an uncertificated security. (b) All of the equity ownership interests owned by the Company in its Subsidiaries have been duly authorized for issuance and will be validly issued, fully paid issued in compliance with the terms and non-assessable. SMLLC is a sole member limited liability company. All conditions of the membership interests applicable organizational (c) Except as set forth in clause (a) or (b), there are no Membership Interests, stock or other securities (whether or not such securities have voting rights) of SMLLC will be at the Closing Company or its Subsidiaries issued or outstanding or any subscriptions, options, warrants, puts, calls, rights, convertible securities or other agreements or commitments of any character obligating any Seller, any Corporation, the Company, or any of their respective Affiliates to issue, transfer or sell, or cause the issuance, transfer or sale of, any Membership Interests, stock or other securities (whether or not such securities have voting rights) of the Company. There are no outstanding contractual rights or obligations of any Person that relate to the purchase, sale, issuance, repurchase, redemption, acquisition, transfer, disposition, holding or voting of any Membership Interests, stock or other securities of the Company or its Subsidiaries, or the management or operation of the Company, including rights of first refusal, rights of first offer, "drag along" rights, or "tag along" rights. Accurate and complete copies of any agreement relating to any such arrangement have previously been provided to Purchaser. Except for each Corporation's rights as a holder of Membership Interests, no Person has any right to participate in, or receive any payment based (including payments pursuant to this Agreement or any Related Agreement) on any amount relating to, or arising in connection with, the revenue, income, value or net worth of the Company or any component or portion thereof, or any current or former ownership of Membership Interests, or any current or former ownership of the Company or any Seller or any Corporation, or any increase or decrease in any of the foregoing. (d) The Membership Interests owned directly by TRW each Corporation are owned free and clear of any and all Liens, will be duly authorized for issuance and will be validly issued, fully paid and non-assessable and there are no other outstanding equity interests in SMLLC. (b) There are no existing options, warrants, calls, rights, subscriptions, arrangements, claims, commitments (contingent or otherwise) or other agreements of any character to which Northrop Grumman, TRW, TRW Automotive, the Company or any of its Subsidiaries is a party, or is otherwise subject, requiring, and there are no securities of the Company or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any additional shares of Capital Stock or other securities of the Company or any of its Subsidiaries convertible into, exchangeable for or evidencing the right to subscribe for or purchase Capital Stock or any other securities of the Company or any of its Subsidiaries. None of Northrop Grumman, TRW, TRW Automotive, or the Company is a party, or is otherwise subject, to any voting trust or other voting agreement with respect to any of the shares of Capital Stock of the Company or to any agreement relating to the issuance, sale, redemption, transfer, acquisition or other disposition of the Capital Stock of the Company. (c) Schedule 5.2(c) to the Northrop Grumman Disclosure Letter sets forth a true and complete list of the authorized and outstanding Capital Stock, name, jurisdiction of organization, and record owner of the equity interests of each of the Company, its Subsidiaries and the material Automotive Affiliates, all of which are duly authorized, validly issued and fully paid, nonassessable and free and clear of any and all Liens, except Liens incurred in connection with the financing of the transactions contemplated hereby. Unless otherwise noted on Annex II, all such Capital Stock will be wholly-owned, directly or indirectly, by Newco, free and clear of any and all Liens, except for Liens incurred by Parent or its Affiliates in connection with the financing of the transactions contemplated hereby or otherwise. (d) Schedule 5.2(d) to the Northrop Grumman Disclosure Letter sets forth all outstanding Indebtedness of the Company, its Subsidiaries or the Automotive Affiliates to any Person (i) other than Indebtedness owed to the Company, its Subsidiaries or the Automotive Affiliates and (ii) other than Indebtedness to be incurred at Closing in connection with the transactions specifically contemplated by this Agreement and the Ancillary Agreements.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of (i) 2,000,000 shares of preferred stock, $0.01 par value per share, none of which are issued and outstanding as of the date hereof; and (ii) 20,000,000 shares of common stock, $0.01 par value per share, 3,812,222 of which are issued and outstanding as of the date hereof. All of the issued and outstanding shares of Capital Company Common Stock have been validly issued and are fully paid, nonassessable and free of Holdings will be at preemptive rights. Except as set forth supra or as set forth in Section 3.2 of the Closing Company Disclosure Schedule, as of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options, warrants or other rights to acquire from the Company and, no obligations of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company and (iv) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries (collectively “Company Securities”). Section 3.2 of the Company Disclosure Schedule identifies, as of the date hereof, the holder of each outstanding Stock Option issued pursuant to the Stock Option Plans, the number of shares of Company Common Stock issuable upon the exercise of each such Stock Option and the exercise price and expiration date thereof and, except as set forth in Section 3.2 of the Company Disclosure Schedule, no options currently outstanding have been granted other than pursuant to the Stock Option Plans. As of the date hereof, except as set forth in Section 3.2 of the Company Disclosure Schedule, there are no outstanding obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Securities. Except as set forth in Section 3.2 of the Company Disclosure Schedule, there are no shareholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or registration of any shares of capital stock of the Company. (b) Except as set forth in Section 3.2 of the Company Disclosure Schedule, all of the outstanding capital stock of the Company’s subsidiaries is owned by the Company, or one of its subsidiaries, directly by TRW Automotive or indirectly, free and clear of any and all Liens and will have been Lien (as defined infra) or any restriction on the right to vote or sell the same (except as may be provided as a matter of law). All of the outstanding shares of capital stock of the Company’s subsidiaries are duly authorized for issuance and will be authorized, validly issued, fully paid and non-assessablenonassessable, and were issued free of preemptive rights in compliance with applicable corporate and securities laws. SMLLC is a sole member limited liability company. All of the membership interests of SMLLC will be at the Closing owned directly by TRW free and clear of any and all Liens, will be duly authorized for issuance and will be validly issued, fully paid and non-assessable and there are no other outstanding equity interests in SMLLC. (b) There are no existing securities of the Company’s subsidiaries convertible into or exchangeable for, no options, warrants, calls, rights, subscriptions, arrangements, claims, commitments (contingent or otherwise) warrants or other agreements of any character rights to which Northrop Grummanacquire from the Company or its subsidiaries and no other contract, TRWunderstanding, TRW Automotivearrangement or obligation (whether or not contingent) providing for the issuance, purchase or sale, directly or indirectly, by the Company or any of its Subsidiaries is a partysubsidiaries of, any capital stock or is otherwise subject, requiring, and there other ownership interests in or any other securities of any subsidiary of the Company. There are no outstanding contractual obligations of the Company’s subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. For purposes of this Agreement, “Lien” means, with respect to any asset (including, without limitation, any security), any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. (c) The Company Common Stock constitutes the only class of equity securities of the Company or any of its Subsidiaries outstanding which upon conversion subsidiaries registered or exchange would require, the issuance, sale or transfer of any additional shares of Capital Stock or other securities of the Company or any of its Subsidiaries convertible into, exchangeable for or evidencing the right to subscribe for or purchase Capital Stock or any other securities of the Company or any of its Subsidiaries. None of Northrop Grumman, TRW, TRW Automotive, or the Company is a party, or is otherwise subject, to any voting trust or other voting agreement with respect to any of the shares of Capital Stock of the Company or to any agreement relating to the issuance, sale, redemption, transfer, acquisition or other disposition of the Capital Stock of the Company. (c) Schedule 5.2(c) to the Northrop Grumman Disclosure Letter sets forth a true and complete list of the authorized and outstanding Capital Stock, name, jurisdiction of organization, and record owner of the equity interests of each of the Company, its Subsidiaries and the material Automotive Affiliates, all of which are duly authorized, validly issued and fully paid, nonassessable and free and clear of any and all Liens, except Liens incurred in connection with the financing of the transactions contemplated hereby. Unless otherwise noted on Annex II, all such Capital Stock will be wholly-owned, directly or indirectly, by Newco, free and clear of any and all Liens, except for Liens incurred by Parent or its Affiliates in connection with the financing of the transactions contemplated hereby or otherwise. (d) Schedule 5.2(d) to the Northrop Grumman Disclosure Letter sets forth all outstanding Indebtedness of the Company, its Subsidiaries or the Automotive Affiliates to any Person (i) other than Indebtedness owed to the Company, its Subsidiaries or the Automotive Affiliates and (ii) other than Indebtedness required to be incurred at Closing in connection with registered under the transactions specifically contemplated by this Agreement and Securities Exchange Act of 1934, as amended (the Ancillary Agreements“Exchange Act”).

Capitalization of the Company and its Subsidiaries. (a) All The Company's authorized capital stock consists solely of 5,000,000 authorized shares of common stock, of which 1,000,000 shares are presently issued and outstanding, all of which will be held beneficially and of record on the Closing Date by the Seller and are represented by the Shares. No shares of the issued and outstanding Company's capital stock are held as treasury shares. Except as set forth in Schedule 3.7, the Company does not have (i) any shares of Capital Stock common stock or preferred stock reserved for issuance, or (ii) any outstanding or authorized option, warrant, right, call or commitment relating to its capital stock or any outstanding securities or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire from it, any shares of Holdings will be at the Closing owned directly by TRW Automotive free and clear of any and all Liens and will have been duly authorized for issuance and will be validly issuedits capital stock (collectively, fully paid and non-assessable"Company Securities"). SMLLC is a sole member limited liability company. All of the membership interests of SMLLC will be at the Closing owned directly by TRW free and clear of any and all Liens, will be duly authorized for issuance and will be validly issued, fully paid and non-assessable and there are no other outstanding equity interests in SMLLC. (b) There are no existing options, warrants, calls, rights, subscriptions, arrangements, claims, commitments (contingent or otherwisei) or other agreements of any character to which Northrop Grumman, TRW, TRW Automotive, the Company or any of its Subsidiaries is a party, or is otherwise subject, requiring, and there are no securities outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities or (ii) authorized or outstanding stock appreciation, phantom stock or similar rights with respect to the Company or any of its Subsidiaries. Except as set forth in Schedule 3.7, there are no preemptive or other subscription rights with respect to any shares of the Company's capital stock and all of the issued and outstanding shares of capital stock of the Company have been duly authorized, validly issued, are fully paid and are nonassessable. There are no voting trusts, proxies or any other agreements or understandings with respect to the voting of the capital stock of the Company or any of its Subsidiaries which upon conversion or exchange would requirewill survive the Closing. (b) Subsidiaries of the Company are listed on Schedule 3.7. Except as otherwise disclosed in Schedule 3.7, neither the issuance, sale or transfer Company nor any Subsidiary owns any shares of stock of any additional shares of Capital Stock corporation or any equity interest in a partnership, joint venture or other business entity, and neither the Company nor any of its Subsidiaries controls any other corporation, partnership, joint venture or other business entity by means of ownership, management contract or otherwise. Except for directors' qualifying shares listed on Schedule 3.7, if any, all of the outstanding capital stock of, or other ownership interests in, each Subsidiary of the Company is owned beneficially and of record by the Company, directly or indirectly, is validly issued, fully paid and nonassessable and free and clear of any preemptive rights, restrictions on transfer, Taxes or Encumbrances or any other limitation or restriction except as provided under the Securities Act or state securities laws. There are no authorized or outstanding securities of the Company or any of its Subsidiaries convertible intointo or exchangeable for, exchangeable for no options, warrants, or evidencing other rights to acquire from the Company or any of its Subsidiaries, and no other contract, understanding or arrangement (whether or not contingent) granting to any Person the right to subscribe for, or providing for the issuance or purchase Capital Stock sale of, any capital stock or other ownership interest in, or any other securities of, any such Subsidiary. There are no outstanding obligations of the Company or any of its Subsidiaries. None Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of Northrop Grumman, TRW, TRW Automotive, or the Company is a party, or is otherwise subject, to any voting trust capital stock or other voting agreement with respect to ownership interests in any of the shares of Capital Stock of the Company or to any agreement relating to the issuance, sale, redemption, transfer, acquisition or other disposition of the Capital Stock of the Companysuch Subsidiary. (c) Schedule 5.2(c) to the Northrop Grumman Disclosure Letter sets forth a true and complete list of the authorized and outstanding Capital Stock, name, jurisdiction of organization, and record owner of the equity interests of each of the Company, its Subsidiaries and the material Automotive Affiliates, all of which are duly authorized, validly issued and fully paid, nonassessable and free and clear of any and all Liens, except Liens incurred in connection with the financing of the transactions contemplated hereby. Unless otherwise noted on Annex II, all such Capital Stock will be wholly-owned, directly or indirectly, by Newco, free and clear of any and all Liens, except for Liens incurred by Parent or its Affiliates in connection with the financing of the transactions contemplated hereby or otherwise. (d) Schedule 5.2(d) to the Northrop Grumman Disclosure Letter sets forth all outstanding Indebtedness of the Company, its Subsidiaries or the Automotive Affiliates to any Person (i) other than Indebtedness owed to the Company, its Subsidiaries or the Automotive Affiliates and (ii) other than Indebtedness to be incurred at Closing in connection with the transactions specifically contemplated by this Agreement and the Ancillary Agreements.

Capitalization of the Company and its Subsidiaries. The authorized stock of the Company consists of (i) 20,000,000 shares of Common Stock and (ii) 5,000,000 shares of preferred stock, par value $0.01, of the Company (the "Preferred Stock"). As of the date hereof, (a) All of the issued and outstanding no shares of Capital Preferred Stock of Holdings will be at the Closing owned directly by TRW Automotive free and clear of any and all Liens and will have been duly authorized for issuance and will be validly issuedare issued or outstanding, fully paid and non-assessable. SMLLC is a sole member limited liability company. All of the membership interests of SMLLC will be at the Closing owned directly by TRW free and clear of any and all Liens, will be duly authorized for issuance and will be validly issued, fully paid and non-assessable and there are no other outstanding equity interests in SMLLC. (b) There are no existing options15,299,516 shares of Common Stock were issued and outstanding, warrantsand (c) 219,101 shares of Common Stock were reserved for or subject to issuance upon the exercise of outstanding Company Options. Schedule 3.6 sets forth a true and correct list of all outstanding options or warrants to purchase shares of any class or series of stock of the Company (collectively, callsthe "Company Options") and a true and correct list of each of the Company's stock option, rights, subscriptions, arrangements, claims, commitments (contingent or otherwise) incentive or other agreements of any character plans pursuant to which Northrop Grumman, TRW, TRW Automotiveoptions or warrants to purchase stock of the Company may be issued (collectively, the "Existing Plans"). Except (1) as set forth in the second sentence of this Section 3.6, (2) for shares of Common Stock issued pursuant to the exercise of outstanding Company Options, and (3) for shares of Common Stock issuable upon conversion of the Series A Preferred Stock, on the Closing Date there will be no shares of Common Stock or any other equity security of its Subsidiaries is a party, the Company issued or is otherwise subject, requiring, outstanding and there are no securities shares of Common Stock or any other equity security of the Company or any of its Subsidiaries outstanding which issuable upon conversion or exchange would require, the issuance, sale or transfer of any additional shares of Capital Stock or other securities security of the Company or any of its Subsidiaries convertible intonor will there be any rights, exchangeable options or warrants outstanding or other agreements to acquire shares of stock of the Company or any of its Subsidiaries nor will the Company or any of its Subsidiaries be contractually obligated to issue any shares of stock or to purchase, redeem or otherwise acquire any of its outstanding shares of stock. Neither the Company nor any of its Subsidiaries has created any "phantom stock," stock appreciation rights or other similar rights the value of which is related to or based upon the price or value of the Common Stock. Neither the Company nor any of its Subsidiaries has outstanding debt or debt instruments providing for voting rights with respect to the Company or evidencing such Subsidiary to the right holders thereof. No stockholder of the Company or any of its Subsidiaries or other Person is entitled to any preemptive or similar rights to subscribe for or purchase Capital Stock or any other securities shares of stock of the Company or any of its Subsidiaries. None of Northrop Grumman, TRW, TRW Automotive, or the Company is a party, or is otherwise subject, to any voting trust or other voting agreement with respect to any All of the issued and outstanding shares of Capital Common Stock of the Company or to any agreement relating to the issuance, sale, redemption, transfer, acquisition or other disposition of the Capital Stock of the Company. (c) Schedule 5.2(c) to the Northrop Grumman Disclosure Letter sets forth a true and complete list of the authorized and outstanding Capital Stock, name, jurisdiction of organization, and record owner of the equity interests of each of the Company, its Subsidiaries and the material Automotive Affiliates, all of which are duly authorized, validly issued and issued, fully paid, nonassessable and free and clear nonassessable. Except as set forth on Schedule 3.6 hereto, neither the Company nor any of any and all Liens, except Liens incurred in connection with the financing of the transactions contemplated hereby. Unless otherwise noted on Annex II, all such Capital Stock will be wholly-owned, directly or indirectly, by Newco, free and clear of any and all Liens, except for Liens incurred by Parent or its Affiliates in connection with the financing of the transactions contemplated hereby or otherwise. (d) Schedule 5.2(d) to the Northrop Grumman Disclosure Letter sets forth all outstanding Indebtedness of the Company, its Subsidiaries or the Automotive Affiliates has granted to any Person (i) other than Indebtedness owed the right to demand or request that the Company, its Subsidiaries Company or such Subsidiary effect a registration under the Automotive Affiliates and (ii) other than Indebtedness Securities Act of any securities held by such Person or to be incurred at Closing include any securities of such Person in connection with any such registration by the transactions specifically contemplated by this Agreement and the Ancillary AgreementsCompany or such Subsidiary.

Capitalization of the Company and its Subsidiaries. (a) All As -------------------------------------------------- of the date hereof, the authorized capital stock of the Company consists of 500,000,000 shares of capital stock, of which: (i) 496,500,000 are classified as Common Stock, par value $0.0001 per share, 28,500,000 shares are issued and outstanding, and (ii) 3,500,000 are classified as Series A Junior Participating Preferred Stock, par value $0.0001 per share, none of which shares are issued or outstanding. The Series A Junior Participating Preferred Stock has been reserved for issuance upon the exercise of the preferred share purchase rights in accordance with the Rights Agreement. As of the date hereof, there are outstanding Company Stock Options in respect of 1,437,250 Shares at the exercise prices set forth in Section 2.9(a) of the Company Disclosure Schedule. Except as set forth above or as set forth in Section 2.9(a) of the Company Disclosure Schedule, there are outstanding (i) no shares of Capital Stock capital stock or other voting securities of Holdings will the Company, (ii) no securities of the Company or its subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities of the Company, (iii) no options, calls or other rights (including warrants or other contractual rights, including contingent rights) to acquire from the Company or its subsidiaries, and no obligations of the Company or its subsidiaries to issue, deliver or sell, or cause to be at the Closing owned directly by TRW Automotive free and clear of any and all Liens and will have been duly authorized for issuance and will be validly issued, fully paid and non-assessable. SMLLC is a sole member limited liability company. All delivered or sold, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the membership Company and (iv) no equity equivalents, interests in the ownership or earnings of SMLLC will be at the Closing owned directly by TRW free and clear Company or its subsidiaries or other similar rights (including stock appreciation rights) (collectively, "Company Securities"). Except for the ------------------ Company Stock Option Plan or as set forth in Section 2.9(a) of any and all Liensthe Company Disclosure Schedule, will be duly authorized for issuance and will be validly issued, fully paid and non-assessable and there are no other outstanding equity interests in SMLLC. (b) There are no existing options, warrants, calls, rights, subscriptions, arrangements, claims, commitments (contingent or otherwise) or other agreements of any character to which Northrop Grumman, TRW, TRW Automotive, the Company or any of its Subsidiaries is a party, or is otherwise subject, requiring, and there are no securities obligations of the Company or any of its Subsidiaries outstanding which upon conversion subsidiaries to repurchase, redeem or exchange would requireotherwise acquire any Company Securities or any capital stock, the issuance, sale or transfer of any additional shares of Capital Stock voting securities or other securities of the Company or ownership interests in any of its Subsidiaries convertible into, exchangeable for or evidencing the right to subscribe for or purchase Capital Stock or any other securities of the Company or any of its Subsidiaries. None of Northrop Grumman, TRW, TRW Automotive, or the Company is a party, or is otherwise subject, to any voting trust or other voting agreement with respect to any of the shares of Capital Stock of the Company or to any agreement relating to the issuance, sale, redemption, transfer, acquisition or other disposition of the Capital Stock subsidiary of the Company. (c) Schedule 5.2(c) to the Northrop Grumman Disclosure Letter sets forth a true and complete list of the authorized and outstanding Capital Stock, name, jurisdiction of organization, and record owner of the equity interests of each of the Company, its Subsidiaries and the material Automotive Affiliates, all of which are duly authorized, validly issued and fully paid, nonassessable and free and clear of any and all Liens, except Liens incurred in connection with the financing of the transactions contemplated hereby. Unless otherwise noted on Annex II, all such Capital Stock will be wholly-owned, directly or indirectly, by Newco, free and clear of any and all Liens, except for Liens incurred by Parent or its Affiliates in connection with the financing of the transactions contemplated hereby or otherwise. (d) Schedule 5.2(d) to the Northrop Grumman Disclosure Letter sets forth all outstanding Indebtedness of the Company, its Subsidiaries or the Automotive Affiliates to any Person (i) other than Indebtedness owed to the Company, its Subsidiaries or the Automotive Affiliates and (ii) other than Indebtedness to be incurred at Closing in connection with the transactions specifically contemplated by this Agreement and the Ancillary Agreements.

Capitalization of the Company and its Subsidiaries. (a) All The authorized capital stock of the Company consists of 750,000 shares of common stock, par value $0.10 per share ("COMPANY COMMON STOCK"), of which 100 shares are issued and outstanding shares as of Capital Stock the date hereof ("COMPANY ISSUED SHARES"), all of Holdings will be at the Closing which are owned directly beneficially and of record by TRW Automotive free and clear of any and all Liens and will have been duly authorized for issuance and will be validly issued, fully paid and non-assessable. SMLLC is a sole member limited liability companySeller. All of the membership interests of SMLLC will be at the Closing owned directly by TRW free and clear of any and all LiensCompany Issued Shares are duly authorized, will be duly authorized for issuance and will be validly issued, fully paid and non-assessable and there are no other outstanding equity interests in SMLLCfree of preemptive rights. (b) There are no existing optionsExcept as set forth in this Section 2.3, warrantsas of the date hereof, calls, rights, subscriptions, arrangements, claims, commitments (contingent or otherwise) or other agreements of any character to which Northrop Grumman, TRW, TRW Automotive, the Company or any of its Subsidiaries is a party, or is otherwise subject, requiring, and there are no issued or outstanding (i) shares of capital stock or other voting securities of the Company; (ii) securities convertible into or exchangeable for shares of capital stock or voting securities of the Company; (iii) options or other rights to acquire, or obligations of the Company or any of its the Subsidiaries outstanding which upon conversion to issue, any capital stock, voting securities, or exchange would requiresecurities convertible into or exchangeable for capital stock or voting securities of the Company; (iv) equity equivalents, interests in the issuanceownership or earnings of the Company, sale or transfer of any additional shares of Capital Stock or other securities similar rights (including stock appreciation rights); (v) outstanding obligations of the Company or any of its the Subsidiaries convertible intoto repurchase, exchangeable for redeem or evidencing otherwise acquire any securities of the right Company. There are no stockholder agreements, voting trusts or other agreements or understandings to subscribe for or purchase Capital Stock which the Company or any other securities of the Subsidiaries is a party or to which it is bound relating to the voting of any shares of capital stock of the Company or any of its Subsidiaries. None of Northrop Grumman, TRW, TRW Automotive, or the Company is a party, or is otherwise subject, to any voting trust or other voting agreement with respect to any of the shares of Capital Stock of the Company or to any agreement relating to the issuance, sale, redemption, transfer, acquisition or other disposition of the Capital Stock of the CompanySubsidiary. (c) Schedule 5.2(c) to the Northrop Grumman Disclosure Letter sets forth a true and complete list All of the authorized and outstanding Capital Stock, name, jurisdiction of organization, and record owner of the equity interests of each capital stock of the Company, its 's Subsidiaries and is owned by the material Automotive Affiliates, all of which are duly authorized, validly issued and fully paid, nonassessable and free and clear of any and all Liens, except Liens incurred in connection with the financing of the transactions contemplated hereby. Unless otherwise noted on Annex II, all such Capital Stock will be wholly-ownedCompany, directly or indirectly, by Newco, free and clear of any and all LiensEncumbrance or any other limitation or restriction (including, without limitation, any restriction on the right to vote or sell the same) except for Liens incurred by Parent the Permitted Encumbrances and as may otherwise be provided under applicable Legal Requirements. There are no debt or its Affiliates in connection with the financing equity securities of the transactions contemplated hereby Company or otherwise. the Subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or the Subsidiaries, and no other contract, understanding, arrangement, or obligation (dwhether or not contingent) Schedule 5.2(d) to providing for the Northrop Grumman Disclosure Letter sets forth all outstanding Indebtedness issuance or sale, directly or indirectly of, any capital stock or other ownership interests in, or any other securities of, any Subsidiary of the Company, its Subsidiaries . There are no outstanding contractual obligations of the Company or the Automotive Affiliates Subsidiaries to repurchase, redeem, or otherwise acquire any Person (i) outstanding shares of capital stock or other than Indebtedness owed to ownership interests in any Subsidiary of the Company, its Subsidiaries or the Automotive Affiliates and (ii) other than Indebtedness to be incurred at Closing in connection with the transactions specifically contemplated by this Agreement and the Ancillary Agreements.

Capitalization of the Company and its Subsidiaries. (a) All As of the date hereof, the authorized capital stock of the Company consists of 500,000,000 shares of capital stock, of which: (i) 496,500,000 are classified as Common Stock, par value $0.0001 per share, 28,500,000 shares are issued and outstanding, and (ii) 3,500,000 are classified as Series A Junior Participating Preferred Stock, par value $0.0001 per share, none of which shares are issued or outstanding. The Series A Junior Participating Preferred Stock has been reserved for issuance upon the exercise of the preferred share purchase rights in accordance with the Rights Agreement. As of the date hereof, there are outstanding Company Stock Options in respect of 1,437,250 Shares at the exercise prices set forth in Section 2.9(a) of the Company Disclosure Schedule. Except as set forth above or as set forth in Section 2.9(a) of the Company Disclosure Schedule, there are outstanding (i) no shares of Capital Stock capital stock or other voting securities of Holdings will the Company, (ii) no securities of the Company or its subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities of the Company, (iii) no options, calls or other rights (including warrants or other contractual rights, including contingent rights) to acquire from the Company or its subsidiaries, and no obligations of the Company or its subsidiaries to issue, deliver or sell, or cause to be at the Closing owned directly by TRW Automotive free and clear of any and all Liens and will have been duly authorized for issuance and will be validly issued, fully paid and non-assessable. SMLLC is a sole member limited liability company. All delivered or sold, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the membership Company and (iv) no equity equivalents, interests in the ownership or earnings of SMLLC will be at the Closing owned directly by TRW free and clear Company or its subsidiaries or other similar rights (including stock appreciation rights) (collectively, "Company Securities"). Except for the Company Stock Option Plan or as set forth in Section 2.9(a) of any and all Liensthe Company Disclosure Schedule, will be duly authorized for issuance and will be validly issued, fully paid and non-assessable and there are no other outstanding equity interests in SMLLC. (b) There are no existing options, warrants, calls, rights, subscriptions, arrangements, claims, commitments (contingent or otherwise) or other agreements of any character to which Northrop Grumman, TRW, TRW Automotive, the Company or any of its Subsidiaries is a party, or is otherwise subject, requiring, and there are no securities obligations of the Company or any of its Subsidiaries outstanding which upon conversion subsidiaries to repurchase, redeem or exchange would requireotherwise acquire any Company Securities or any capital stock, the issuance, sale or transfer of any additional shares of Capital Stock voting securities or other securities of the Company or ownership interests in any of its Subsidiaries convertible into, exchangeable for or evidencing the right to subscribe for or purchase Capital Stock or any other securities of the Company or any of its Subsidiaries. None of Northrop Grumman, TRW, TRW Automotive, or the Company is a party, or is otherwise subject, to any voting trust or other voting agreement with respect to any of the shares of Capital Stock of the Company or to any agreement relating to the issuance, sale, redemption, transfer, acquisition or other disposition of the Capital Stock subsidiary of the Company. (c) Schedule 5.2(c) to the Northrop Grumman Disclosure Letter sets forth a true and complete list of the authorized and outstanding Capital Stock, name, jurisdiction of organization, and record owner of the equity interests of each of the Company, its Subsidiaries and the material Automotive Affiliates, all of which are duly authorized, validly issued and fully paid, nonassessable and free and clear of any and all Liens, except Liens incurred in connection with the financing of the transactions contemplated hereby. Unless otherwise noted on Annex II, all such Capital Stock will be wholly-owned, directly or indirectly, by Newco, free and clear of any and all Liens, except for Liens incurred by Parent or its Affiliates in connection with the financing of the transactions contemplated hereby or otherwise. (d) Schedule 5.2(d) to the Northrop Grumman Disclosure Letter sets forth all outstanding Indebtedness of the Company, its Subsidiaries or the Automotive Affiliates to any Person (i) other than Indebtedness owed to the Company, its Subsidiaries or the Automotive Affiliates and (ii) other than Indebtedness to be incurred at Closing in connection with the transactions specifically contemplated by this Agreement and the Ancillary Agreements.

Capitalization of the Company and its Subsidiaries. The authorized stock of the Company consists of 1,500,000,000 shares of Common Stock and 50,000,000 shares of preferred stock, par value $0.001, of the Company (the "Preferred Stock"). As of the date hereof, (a) All 7,000,000 shares of the Series A Preferred Stock are issued or outstanding, 250,000 shares of Series C Preferred Stock are issued and outstanding and have no voting rights, and 2,285,714 shares of Capital Series D Preferred Stock are issued and outstanding, (b) [14,819,691] shares of Holdings will be at the Closing owned directly by TRW Automotive free Common Stock are issued and clear outstanding, (c) [__________] shares of Common Stock are reserved for or subject to issuance. Schedule 3.6 sets forth a true and correct list of all outstanding rights, options or warrants to purchase shares of any and all Liens and will have been duly authorized for issuance and will be validly issued, fully paid and non-assessable. SMLLC is a sole member limited liability company. All class or series of stock of the membership interests Company (collectively, the "Company Options") and a true and correct list of SMLLC will each of the Company's stock option, incentive, purchase or other plans pursuant to which options or warrants to purchase stock of the Company may be at issued (collectively, the Closing owned directly by TRW free "Existing Plans"). Except for (i) shares of Common Stock issuable pursuant to the exercise of outstanding Company Options, and clear (ii) shares of any and all LiensCommon Stock issuable upon conversion of the Series A Preferred Stock, will be duly authorized for issuance and will be validly issuedthe Series C Preferred Stock, fully paid and non-assessable and or the Series D Preferred Stock, there are no shares of Common Stock or any other outstanding equity interests in SMLLC. (b) There are no existing options, warrants, calls, rights, subscriptions, arrangements, claims, commitments (contingent security of the Company issuable upon conversion or otherwise) or other agreements exchange of any character to which Northrop Grumman, TRW, TRW Automotive, the Company or any of its Subsidiaries is a party, or is otherwise subject, requiring, and there are no securities security of the Company or any of its Subsidiaries nor any rights, options or warrants outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any additional other agreements to acquire shares of Capital Stock or other securities of the Company or any of its Subsidiaries convertible into, exchangeable for or evidencing the right to subscribe for or purchase Capital Stock or any other securities stock of the Company or any of its Subsidiaries. None of Northrop Grumman, TRW, TRW Automotive, or Neither the Company nor any of its Subsidiaries is a partycontractually obligated to issue any shares of stock or to purchase, redeem or is otherwise subject, acquire any of its outstanding shares of stock other than shares of Series D Preferred Stock pursuant to its terms. Neither the Company nor any voting trust of its Subsidiaries has created any "phantom stock," stock appreciation rights or other similar rights the value of which is related to or based upon the price or value of the Common Stock. Neither the Company nor any of its Subsidiaries has outstanding debt or debt instruments providing for voting agreement rights with respect to any of the shares of Capital Stock Company or such Subsidiary to the holders thereof. Other than pursuant to the Investor Rights Agreement, no stockholder of the Company or any of its Subsidiaries or other Person is entitled to any agreement relating preemptive or similar rights to the issuance, sale, redemption, transfer, acquisition or other disposition subscribe for shares of stock of the Capital Stock Company or any of its Subsidiaries. All of the Company. (c) Schedule 5.2(c) to the Northrop Grumman Disclosure Letter sets forth a true and complete list of the authorized issued and outstanding Capital Stock, name, jurisdiction shares of organization, Common Stock and record owner of the equity interests of each of the Company, its Subsidiaries and the material Automotive Affiliates, all of which Preferred Stock are duly authorized, validly issued and issued, fully paid, nonassessable and free and clear of any and all Liens, except Liens incurred in connection with the financing of the transactions contemplated herebynonassessable. Unless otherwise noted on Annex II, all such Capital Stock will be wholly-owned, directly or indirectly, by Newco, free and clear of any and all Liens, except for Liens incurred by Parent or its Affiliates in connection with the financing of the transactions contemplated hereby or otherwise. (d) Schedule 5.2(d) Other than pursuant to the Northrop Grumman Disclosure Letter sets forth all outstanding Indebtedness Employment Agreement between the Company and Xxxxx XxXxxxx, neither the Company nor any of the Company, its Subsidiaries or the Automotive Affiliates has granted to any Person (i) other than Indebtedness owed the right to demand or request that the Company or such Subsidiary effect a registration under the Securities Act of any securities held by such Person or to include any securities of such Person in any such registration by the Company or such Subsidiary. Immediately following the Closing and the Contemplated Transactions, the shares of Common Stock issuable upon conversion of the Series E Preferred Stock that will be issued to the CompanyPurchaser under this Agreement will represent, its Subsidiaries or in the Automotive Affiliates aggregate, no less than [___]% of the outstanding capital stock of the Company on a Fully Diluted Basis, and (ii) other the voting power of such issued shares of Series E Preferred Stock will represent, in the aggregate, no less than Indebtedness [___]% of the total number of votes able to be incurred at Closing in connection with cast on any matter by Voting Securities of the transactions specifically contemplated by this Agreement and the Ancillary AgreementsCompany on a Fully Diluted Basis.

Capitalization of the Company and its Subsidiaries. (a) All The authorized share capital of the Company consists of 500,000,000 Shares. As of the date of this Agreement, (i) 156,179,441 Shares were issued and outstanding shares of Capital Stock of Holdings will be at the Closing owned directly (including Shares represented by TRW Automotive free ADSs) and clear of any and all Liens and will have been duly authorized (ii) 343,820,559 Shares are reserved for issuance upon exercise of the Company Options and for general corporate purposes. Section 3.2(a) of the Company Disclosure Schedule sets forth the aggregate number of Company Options held by all the holders of Company Options as of the date of this Agreement and the applicable exercise prices. All the outstanding Shares are, and the Shares issuable upon the exercise of outstanding Company Options will be be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable. SMLLC is a sole member limited liability company. All Except as set forth in Section 3.2(a) of the membership interests of SMLLC will be at Company Disclosure Schedule and except for the Closing owned directly by TRW free and clear of any and all Lienstransactions contemplated hereby, will be duly authorized for issuance and will be validly issued, fully paid and non-assessable and there are no other outstanding equity interests in SMLLC. (b) There are no existing options, warrants, callsconvertible debt, other convertible instruments or other rights, subscriptionsagreements, arrangements, claims, arrangements or commitments (contingent or otherwise) or other agreements of any character to which Northrop Grumman, TRW, TRW Automotive, issued by the Company or any of its Subsidiaries is a partyrelating to the share capital of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or other equity interest in the Company or any of its Subsidiaries, or is otherwise subjectany securities convertible or exchangeable into or exercisable for, requiringor giving any Person a right to subscribe for or acquire, and there are no any securities of the Company or any of its Subsidiaries Subsidiaries. No securities or obligations evidencing such rights are authorized, issued or outstanding. There are no outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any additional shares of Capital Stock or other securities contractual obligations of the Company or any of its Subsidiaries convertible intoto repurchase, exchangeable for redeem or evidencing the right to subscribe for or purchase Capital Stock otherwise acquire any Shares or any share capital or other securities of the Company or any of its Subsidiaries. None As of Northrop Grummanthe date of this Agreement and other than the ADSs and the Deposit Agreement, TRW, TRW Automotive, or the Company is a partyhas not issued or had outstanding any bonds, or is otherwise subjectdebentures, to any voting trust notes or other voting agreement with respect obligations, which entitles the holders to the right to vote (or convertible into or exchangeable or exercisable for securities having the right to vote) on any of the shares of Capital Stock matters on which shareholders of the Company or to any agreement relating to the issuance, sale, redemption, transfer, acquisition or other disposition may vote. (b) All of the Capital Stock outstanding share capital of the Company. (c) Schedule 5.2(c) to the Northrop Grumman Disclosure Letter sets forth a true and complete list of the authorized and outstanding Capital Stock, name, jurisdiction of organization, and record owner of the equity interests of each of the Company, its 's wholly owned Subsidiaries and the material Automotive Affiliates, all of which are has been duly authorized, validly issued issued, and is fully paid, nonassessable paid and free non-assessable and clear of any and all Liens, except Liens incurred in connection with owned by the financing of the transactions contemplated hereby. Unless otherwise noted on Annex II, all such Capital Stock will be wholly-ownedCompany, directly or indirectly, by Newco, free and clear of any and all Liens, except for Liens incurred by Parent or its Affiliates in connection and there are no irrevocable proxies with the financing of the transactions contemplated hereby or otherwise. (d) Schedule 5.2(d) respect to the Northrop Grumman Disclosure Letter sets forth all such share capital. The outstanding Indebtedness share capital of the Company's Subsidiaries that are not wholly owned Subsidiaries has been duly authorized, validly issued, and is fully paid and non-assessable and owned by the Company, directly or indirectly, free and clear of any Liens (other than Permitted Liens). For purposes of this Agreement, "Lien" means any security interest, pledge, hypothecation, mortgage, lien, charge, encumbrance, servient easement, adverse claim, reversion, reverter or restriction of any kind, including any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership; and "Permitted Liens" means: (i) Liens for Taxes, assessments and charges or levies by Governmental Entities not yet due and payable or that are being contested in good faith and by appropriate proceedings; (ii) mechanics', carriers', workmen's, repairmen's, materialmen's or other Liens or security interests arising or incurred in the ordinary course of business relating to obligations as to which there is no default on the part of the Company or any of its Subsidiaries or that secure a liquidated amount, that are being contested in good faith and by appropriate proceedings; (iii) non-exclusive licenses between the Automotive Affiliates to any Person (i) other than Indebtedness owed to the Company, Company and its Subsidiaries or otherwise granted to third parties in the Automotive Affiliates ordinary course of business by the Company or its Subsidiaries; (iv) Liens imposed by applicable Laws; (v) pledges or deposits to secure obligations under workers' compensation Laws or similar legislation or to secure public or statutory obligations; (vi) pledges and deposits to secure the performance of bids, trade contracts, leases, surety and appeal bonds, performance bonds and other obligations of a similar nature, in each case in the ordinary course of business; (vii) easements, covenants and rights of way (unrecorded and of record) and other similar restrictions of record, and zoning, building and other similar restrictions, in each case that do not adversely affect in any material respect the current use of the applicable property owned, leased, used or held for use by the Company or any of its Subsidiaries; (viii) Liens securing indebtedness or liabilities that (x) are reflected in the Company SEC Reports filed or furnished prior to the date hereof or (y) securing indebtedness or liabilities that have otherwise been disclosed to Parent; and (iiix) any other than Indebtedness to be Liens that do not secure a liquidated amount, that have been incurred at Closing or suffered in connection with the transactions specifically contemplated by this Agreement ordinary course of business and that would not have, individually or in the Ancillary Agreementsaggregate, a Company Material Adverse Effect.

Capitalization of the Company and its Subsidiaries. (a) All The authorized stock of the Company consists of (i) 40,000,000 shares of Common Stock, no par value and (ii) 1,000,000 shares of preferred stock, no par value (the "Preferred Stock"). Schedule 3.6 or the SEC Reports sets forth a true and correct list of all outstanding rights, options or warrants to purchase shares of any class or series of stock of the Company (collectively, the "Company Options"), a true and correct list of each of the Company's stock option, incentive, purchase or other plans pursuant to which options or warrants to purchase stock of the Company may be issued (collectively, the "Existing Plans"), and the Company's issued and outstanding Common Stock and Common Stock reserved or subject to issuance upon the exercise of outstanding Company Option. As of the date hereof, no shares of Capital Preferred Stock are issued or outstanding. Except (1) as set forth in subsection (d) in the first sentence of Holdings this Section 3.6, (2) for shares of Common Stock issued pursuant to the exercise of outstanding Company Options, and (3) for shares of Common Stock issuable upon conversion of the Series A Preferred Stock, on the Closing Date there will be at the Closing owned directly by TRW Automotive free and clear no shares of Common Stock or any and all Liens and will have been duly authorized for issuance and will be validly issued, fully paid and non-assessable. SMLLC is a sole member limited liability company. All other equity security of the membership interests Company issued or outstanding and no shares of SMLLC will be at the Closing owned directly by TRW free and clear of any and all Liens, will be duly authorized for issuance and will be validly issued, fully paid and non-assessable and there are no other outstanding equity interests in SMLLC. (b) There are no existing options, warrants, calls, rights, subscriptions, arrangements, claims, commitments (contingent or otherwise) or other agreements of any character to which Northrop Grumman, TRW, TRW Automotive, the Company Common Stock or any of its Subsidiaries is a party, or is otherwise subject, requiring, and there are no securities other equity security of the Company or any of its Subsidiaries outstanding which issuable upon conversion or exchange would require, the issuance, sale or transfer of any additional shares of Capital Stock or other securities security of the Company or any of its Subsidiaries convertible intonor will there be any rights, exchangeable options or warrants outstanding or other agreements to acquire shares of stock of the Company or any of its Subsidiaries nor will the Company or any of its Subsidiaries be contractually obligated to issue any shares of stock or to purchase, redeem or otherwise acquire any of its outstanding shares of stock. Neither the Company nor any of its Subsidiaries has created any "phantom stock," stock appreciation rights or other similar rights the value of which is related to or based upon the price or value of the Common Stock. Neither the Company nor any of its Subsidiaries has outstanding debt or debt instruments providing for voting rights with respect to the Company or evidencing such Subsidiary to the right holders thereof. No stockholder of the Company or any of its Subsidiaries or other Person is entitled to any preemptive or similar rights to subscribe for or purchase Capital Stock or any other securities shares of stock of the Company or any of its Subsidiaries. None of Northrop Grumman, TRW, TRW Automotive, or the Company is a party, or is otherwise subject, to any voting trust or other voting agreement with respect to any All of the issued and outstanding shares of Capital Common Stock of the Company or to any agreement relating to the issuance, sale, redemption, transfer, acquisition or other disposition of the Capital Stock of the Company. (c) Schedule 5.2(c) to the Northrop Grumman Disclosure Letter sets forth a true and complete list of the authorized and outstanding Capital Stock, name, jurisdiction of organization, and record owner of the equity interests of each of the Company, its Subsidiaries and the material Automotive Affiliates, all of which are duly authorized, validly issued and issued, fully paid, nonassessable and free and clear of any and all Liens, except Liens incurred nonassessable. Except as set forth in connection the SEC Reports filed with the financing of the transactions contemplated hereby. Unless otherwise noted on Annex II, all such Capital Stock will be wholly-owned, directly or indirectly, by Newco, free and clear of any and all Liens, except for Liens incurred by Parent or its Affiliates in connection with the financing of the transactions contemplated hereby or otherwise. (d) Schedule 5.2(d) Commission prior to the Northrop Grumman Disclosure Letter sets date hereof or as set forth all outstanding Indebtedness on Schedule 3.6, neither the Company nor any of the Company, its Subsidiaries or the Automotive Affiliates has granted to any Person (i) other than Indebtedness owed the right to demand or request that the Company, its Subsidiaries Company or such Subsidiary effect a registration under the Automotive Affiliates and (ii) other than Indebtedness Securities Act of any securities held by such Person or to be incurred at Closing include any securities of such Person in connection with any such registration by the transactions specifically contemplated by this Agreement and the Ancillary AgreementsCompany or such Subsidiary.

Capitalization of the Company and its Subsidiaries. The authorized stock of the Company consists of 1,500,000,000 shares of Common Stock and 50,000,000 shares of preferred stock, par value $0.001, of the Company (the “Preferred Stock”). As of the date hereof, (a) All 7,000,000 shares of Series A Preferred Stock are issued or outstanding, and 250,000 shares of Series C Preferred Stock are issued or outstanding and have no voting rights, (b) 15,283,597 shares of Common Stock are issued and outstanding, (c) 4,534,897 shares of Common Stock are reserved for or subject to issuance. Schedule 3.6 sets forth a true and correct list of all outstanding rights, options or warrants to purchase shares of any class or series of stock of the Company (collectively, the “Company Options”) and a true and correct list of each of the Company’s stock option, incentive, purchase or other plans pursuant to which options or warrants to purchase stock of the Company may be issued and outstanding (collectively, the “Existing Plans”). Except for (i) shares of Capital Common Stock issuable pursuant to the exercise of Holdings will be at the Closing owned directly by TRW Automotive free outstanding Company Options, and clear (ii) for shares of any and all Liens and will have been duly authorized for issuance and will be validly issued, fully paid and non-assessable. SMLLC is a sole member limited liability company. All Common Stock issuable upon conversion of the membership interests of SMLLC will be at Series A Preferred Stock or the Closing owned directly by TRW free and clear of any and all LiensSeries C Preferred Stock, will be duly authorized for issuance and will be validly issued, fully paid and non-assessable and there are no shares of Common Stock or any other outstanding equity interests in SMLLC. (b) There are no existing options, warrants, calls, rights, subscriptions, arrangements, claims, commitments (contingent security of the Company issuable upon conversion or otherwise) or other agreements exchange of any character to which Northrop Grumman, TRW, TRW Automotive, the Company or any of its Subsidiaries is a party, or is otherwise subject, requiring, and there are no securities security of the Company or any of its Subsidiaries nor any rights, options or warrants outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any additional other agreements to acquire shares of Capital Stock or other securities of the Company or any of its Subsidiaries convertible into, exchangeable for or evidencing the right to subscribe for or purchase Capital Stock or any other securities stock of the Company or any of its Subsidiaries. None of Northrop Grumman, TRW, TRW Automotive, or Neither the Company nor any of its Subsidiaries is a partycontractually obligated to issue any shares of stock or to purchase, redeem or is otherwise subject, to acquire any voting trust of its outstanding shares of stock. Neither the Company nor any of its Subsidiaries has created any “phantom stock,” stock appreciation rights or other similar rights the value of which is related to or based upon the price or value of the Common Stock. Neither the Company nor any of its Subsidiaries has outstanding debt or debt instruments providing for voting agreement rights with respect to any of the shares of Capital Stock Company or such Subsidiary to the holders thereof. No stockholder of the Company or any of its Subsidiaries or other Person is entitled to any agreement relating preemptive or similar rights to the issuance, sale, redemption, transfer, acquisition or other disposition subscribe for shares of stock of the Capital Stock Company or any of its Subsidiaries. All of the Company. (c) Schedule 5.2(c) to the Northrop Grumman Disclosure Letter sets forth a true and complete list of the authorized issued and outstanding Capital Stock, name, jurisdiction shares of organization, Common Stock and record owner of the equity interests of each of the Company, its Subsidiaries and the material Automotive Affiliates, all of which Preferred Stock are duly authorized, validly issued and issued, fully paid, nonassessable and free and clear nonassessable. Other than pursuant to Article 8, neither the Company nor any of any and all Liens, except Liens incurred in connection with the financing of the transactions contemplated hereby. Unless otherwise noted on Annex II, all such Capital Stock will be wholly-owned, directly or indirectly, by Newco, free and clear of any and all Liens, except for Liens incurred by Parent or its Affiliates in connection with the financing of the transactions contemplated hereby or otherwise. (d) Schedule 5.2(d) to the Northrop Grumman Disclosure Letter sets forth all outstanding Indebtedness of the Company, its Subsidiaries or the Automotive Affiliates has granted to any Person (i) other than Indebtedness owed the right to demand or request that the Company or such Subsidiary effect a registration under the Securities Act of any securities held by such Person or to include any securities of such Person in any such registration by the Company or such Subsidiary. Immediately following the Closing, the shares of Common Stock issuable upon conversion of the Series D Preferred Stock that will be issued to the CompanyPurchaser under this Agreement will represent, its Subsidiaries or in the Automotive Affiliates aggregate, no less than 10% of the outstanding capital stock of the Company on a Fully Diluted Basis, and (ii) other the voting power of such issued shares of Series D Preferred Stock will represent, in the aggregate, no less than Indebtedness 7% of the total number of votes able to be incurred at Closing in connection with cast on any matter by Voting Securities of the transactions specifically contemplated by this Agreement Company on a Fully Diluted Basis. Upon completion of the sale and issuance of the Series E Preferred Stock, and the Ancillary Agreementsexchange of all of the shares of Series D Preferred Stock for additional shares of Series E Preferred Stock, and the exchange by the Purchaser with Xxxxx XxXxxxx of 933,333 shares of Series E Preferred Stock for all of his shares of Series A Preferred Stock, then the shares of Common Stock issuable upon conversion of the Series A Preferred Stock and Series E Preferred Stock that will be held by the Purchaser will represent, in the aggregate, no less than 40% of the outstanding capital stock of the Company on a Fully Diluted Basis (assuming no changes to the outstanding capital stock of the Company as of the date hereof other as described in the Series E Purchase Agreement), and the voting power of such shares of Series A Preferred Stock and Series E Preferred Stock will represent, in the aggregate, no less than 50% of the total number of votes able to be cast on any matter by Voting Securities of the Company on a Fully Diluted Basis (assuming no changes to the outstanding capital stock of the Company as of the date hereof other as described in the Series E Purchase Agreement).

Capitalization of the Company and its Subsidiaries. (a) All The authorized capital stock of the Company consists of 1,000 shares of common stock, of which, as of the date hereof, 100 shares were issued and outstanding outstanding, which shares are held of Capital Stock record by the persons and in the amounts set forth in Section 3.2(a) of Holdings will be at the Closing owned directly by TRW Automotive free and clear of any and all Liens and will have been duly authorized for issuance and will be validly issued, fully paid and non-assessable. SMLLC is a sole member limited liability companyDisclosure Schedule. All of the membership interests of SMLLC will be at the Closing owned directly by TRW free and clear of any and all Liens, will be duly authorized for issuance and will be Seller Shares have been validly issued, and are fully paid paid, nonassessable and non-assessable free of preemptive rights. Except as set forth above, and other than cash bonus plans based upon financial performance and listed in Section 3.2(a) of the Disclosure Schedule, there are outstanding (i) no other outstanding equity interests in SMLLC. (b) There are no existing options, warrants, calls, rights, subscriptions, arrangements, claims, commitments (contingent or otherwise) shares of capital stock or other agreements voting securities of any character to which Northrop Grummanthe Company, TRW, TRW Automotive, the Company or any of its Subsidiaries is a party, or is otherwise subject, requiring, and there are (ii) no securities of the Company or any of its Subsidiaries outstanding which upon conversion convertible into or exchange would require, the issuance, sale or transfer of any additional exchangeable for shares of Capital Stock capital stock or voting securities of the Company, (iii) no options or other rights to acquire from the Company or its Subsidiaries, and no obligations of the Company or its Subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no equity equivalents, interests in the ownership or earnings of the Company or its Subsidiaries or other similar rights (collectively "COMPANY SECURITIES"). Except with respect to Automotive Insurance Agency, Inc. and the appreciation rights agreement with Xx. Xxxxx listed in Section 3.2(a) of the Disclosure Schedule, there are no outstanding obligations of the Company or its Subsidiaries or any employees thereof to repurchase, redeem or otherwise acquire any Company Securities. (b) Except as set forth in paragraph (a) of this Section 3.2, no Stock Rights are authorized, issued or outstanding with respect to the capital stock of the Company or any of its Subsidiaries convertible into, exchangeable for or evidencing the right to subscribe for or purchase Capital Stock or any other securities Subsidiary of the Company Company. For purposes of this Agreement, "STOCK RIGHTS" mean (i) subscriptions, calls, warrants, options, rights and other arrangements or commitments of any kind which obligate an entity to issue or dispose of any of its Subsidiaries. None of Northrop Grumman, TRW, TRW Automotive, or the Company is a party, or is otherwise subject, to any voting trust capital stock or other voting agreement with respect to any of the shares of Capital Stock of the Company or to any agreement relating to the issuanceequity securities, sale, redemption, transfer, acquisition or other disposition of the Capital Stock of the Company. (c) Schedule 5.2(c) to the Northrop Grumman Disclosure Letter sets forth a true and complete list of the authorized and outstanding Capital Stock, name, jurisdiction of organization, and record owner of the equity interests of each of the Company, its Subsidiaries and the material Automotive Affiliates, all of which are duly authorized, validly issued and fully paid, nonassessable and free and clear of any and all Liens, except Liens incurred in connection with the financing of the transactions contemplated hereby. Unless otherwise noted on Annex II, all such Capital Stock will be wholly-owned, directly or indirectly, by Newco, free and clear of any and all Liens, except for Liens incurred by Parent or its Affiliates in connection with the financing of the transactions contemplated hereby or otherwise. (d) Schedule 5.2(d) to the Northrop Grumman Disclosure Letter sets forth all outstanding Indebtedness of the Company, its Subsidiaries or the Automotive Affiliates to any Person (i) other than Indebtedness owed to the Company, its Subsidiaries or the Automotive Affiliates and (ii) securities convertible into or exercisable or exchangeable for shares of capital stock or other than Indebtedness equity securities and (iii) stock appreciation rights, performance units and other similar stock based rights whether they obligate the issuer thereof to be incurred at Closing in connection with the transactions specifically contemplated by this Agreement and the Ancillary Agreementsissue stock or other equity securities or to pay cash.

Capitalization of the Company and its Subsidiaries. (a) All of the issued and outstanding shares equity ownership interests in the Company consist of Capital Stock membership interests (the "Membership Interests"), all of Holdings will be at the Closing owned directly by TRW Automotive free and clear of any and all Liens and will which have been duly authorized for issuance and will be validly issued, fully paid issued in compliance with the terms and non-assessable. SMLLC is a sole member limited liability companyconditions of the Operating Agreement and in compliance with all registration or qualification requirements (or applicable exemptions therefrom) of all applicable federal and state securities laws. All of the membership Membership Interests are currently issued and outstanding. The legal and beneficial and record ownership of the Membership Interests are accurately set forth on Schedule 1.1. The Membership Interests are fully paid and nonassessable and are not subject to preemptive rights. All capital contributions or similar contributions required by the Operating Agreement have been made. There are no Membership Interests currently reserved for issuance for any purpose or upon the occurrence of any event or condition. Each of the Membership Interests is an uncertificated security. (b) All of the equity ownership interests owned by the Company in its Subsidiaries have been duly authorized and validly issued in compliance with the terms and conditions of SMLLC will be at the Closing applicable organizational documents and in compliance with all registration or qualification requirements (or applicable exemptions therefrom) of all applicable federal and state securities laws. The legal and beneficial and record ownership of such equity ownership interests are accurately set forth on Schedule 4.4(b). All of such equity ownership interests are fully paid and nonassessable and are not subject to preemptive rights. (c) Except as set forth in clause (a) or (b), there are no Membership Interests, stock or other securities (whether or not such securities have voting rights) of the Company or its Subsidiaries issued or outstanding or any subscriptions, options, warrants, puts, calls, rights, convertible securities or other agreements or commitments of any character obligating any Seller, any Corporation, the Company, or any of their respective Affiliates to issue, transfer or sell, or cause the issuance, transfer or sale of, any Membership Interests, stock or other securities (whether or not such securities have voting rights) of the Company. There are no outstanding contractual rights or obligations of any Person that relate to the purchase, sale, issuance, repurchase, redemption, acquisition, transfer, disposition, holding or voting of any Membership Interests, stock or other securities of the Company or its Subsidiaries, or the management or operation of the Company, including rights of first refusal, rights of first offer, "drag along" rights, or "tag along" rights. Accurate and complete copies of any agreement relating to any such arrangement have previously been provided to Purchaser. Except for each Corporation's rights as a holder of Membership Interests, no Person has any right to participate in, or receive any payment based (including payments pursuant to this Agreement or any Related Agreement) on any amount relating to, or arising in connection with, the revenue, income, value or net worth of the Company or any component or portion thereof, or any current or former ownership of Membership Interests, or any current or former ownership of the Company or any Seller or any Corporation, or any increase or decrease in any of the foregoing. (d) The Membership Interests owned directly by TRW each Corporation are owned free and clear of any and all Liens, will be duly authorized for issuance and will be validly issued, fully paid and non-assessable and there are no other outstanding equity interests in SMLLC. (b) There are no existing options, warrants, calls, rights, subscriptions, arrangements, claims, commitments (contingent or otherwise) or other agreements of any character to which Northrop Grumman, TRW, TRW Automotive, the Company or any of its Subsidiaries is a party, or is otherwise subject, requiring, and there are no securities of the Company or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any additional shares of Capital Stock or other securities of the Company or any of its Subsidiaries convertible into, exchangeable for or evidencing the right to subscribe for or purchase Capital Stock or any other securities of the Company or any of its Subsidiaries. None of Northrop Grumman, TRW, TRW Automotive, or the Company is a party, or is otherwise subject, to any voting trust or other voting agreement with respect to any of the shares of Capital Stock of the Company or to any agreement relating to the issuance, sale, redemption, transfer, acquisition or other disposition of the Capital Stock of the Company. (c) Schedule 5.2(c) to the Northrop Grumman Disclosure Letter sets forth a true and complete list of the authorized and outstanding Capital Stock, name, jurisdiction of organization, and record owner of the equity interests of each of the Company, its Subsidiaries and the material Automotive Affiliates, all of which are duly authorized, validly issued and fully paid, nonassessable and free and clear of any and all Liens, except Liens incurred in connection with the financing of the transactions contemplated hereby. Unless otherwise noted on Annex II, all such Capital Stock will be wholly-owned, directly or indirectly, by Newco, free and clear of any and all Liens, except for Liens incurred by Parent or its Affiliates in connection with the financing of the transactions contemplated hereby or otherwise. (d) Schedule 5.2(d) to the Northrop Grumman Disclosure Letter sets forth all outstanding Indebtedness of the Company, its Subsidiaries or the Automotive Affiliates to any Person (i) other than Indebtedness owed to the Company, its Subsidiaries or the Automotive Affiliates and (ii) other than Indebtedness to be incurred at Closing in connection with the transactions specifically contemplated by this Agreement and the Ancillary Agreements.

Capitalization of the Company and its Subsidiaries. (a) All The Company’s authorized capital stock consists of 10,000 shares of common stock, par value $20.00 per share, 9,955 shares of which are issued and outstanding in the name of Seller. The Shares (i) constitute all of the issued and outstanding shares of Capital Stock the capital stock of Holdings will be at the Closing owned directly by TRW Automotive free Company and clear of any and all Liens and will have been (ii) are duly authorized for issuance and will be authorized, validly issued, fully paid and non-assessable. SMLLC is a sole member limited liability company. All , and upon delivery of the membership interests of SMLLC will be at certificates (or affidavits in lieu thereof) representing the Closing owned directly by TRW free and clear of any and all LiensShares in accordance with this Agreement, will be duly authorized for issuance and will be validly issued, fully paid and non-assessable and there are no other outstanding equity interests free of any contractual or statutory preemptive rights. None of the Shares was issued in SMLLCviolation of the preemptive rights of any Person or any Contract or applicable Law. (b) There are no existing options, warrants, calls, rights, subscriptions, arrangements, claims, commitments (contingent or otherwise) or other agreements of any character to which Northrop Grumman, TRW, TRW Automotive, the Company or any of its Subsidiaries is a party, or is otherwise subject, requiring, and there are no securities Upon delivery of the Company certificate or any of its Subsidiaries outstanding which upon conversion certificates (or exchange would requireaffidavits in lieu thereof) representing the Shares in accordance with this Agreement, the issuance, sale or transfer of any additional shares of Capital Stock or other securities of the Company or any of its Subsidiaries convertible into, exchangeable for or evidencing the right to subscribe for or purchase Capital Stock or any other securities of the Company or any of its Subsidiaries. None of Northrop Grumman, TRW, TRW Automotive, or the Company is a party, or is otherwise subject, to any voting trust or other voting agreement with respect to any of the shares of Capital Stock of the Company or to any agreement relating Purchaser will acquire good and marketable title to the issuance, sale, redemption, transfer, acquisition or other disposition of the Capital Stock of the Company. (c) Schedule 5.2(c) to the Northrop Grumman Disclosure Letter sets forth a true and complete list of the authorized and outstanding Capital Stock, name, jurisdiction of organization, and record owner of the equity interests of each of the Company, its Subsidiaries and the material Automotive Affiliates, all of which are duly authorized, validly issued and fully paid, nonassessable and free and clear of any and all Liens, except Liens incurred in connection with the financing of the transactions contemplated hereby. Unless otherwise noted on Annex II, all such Capital Stock will be wholly-owned, directly or indirectly, by NewcoShares, free and clear of any and all Liens, except for Liens incurred subject to the restrictions on transferability imposed by Parent or its Affiliates in connection with the financing of the transactions contemplated hereby or otherwiseapplicable federal and state securities Laws. (c) The Company does not have any Subsidiaries. (d) Schedule 5.2(dExcept for this Agreement, there are no (i) outstanding rights, subscriptions, warrants, calls, unsatisfied preemptive rights, options or other Contracts of any kind to purchase or otherwise receive or acquire from the Northrop Grumman Disclosure Letter sets forth all outstanding Indebtedness Company or Seller or any Affiliate thereof, or other obligations of the Company or Seller or any Affiliate thereof to issue, transfer or sell, any capital stock of, or other voting or equity interests in, the Company or securities convertible into or exercisable or exchangeable for capital stock or other voting or equity interests in the Company, its Subsidiaries (ii) outstanding shares of capital stock of, or other voting or equity interests in, or other security of any kind of the Automotive Affiliates Company other than the Shares, (iii) voting trusts, proxies or other similar agreements or understandings to which the Company is a party or by which the Company is bound with respect to the voting of any Person shares of capital stock of, or other voting or equity interests in, the Company, (iv) contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any shares of capital stock of, or other voting or equity interests in, the Company, or (v) outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Company (the Shares and the other items in clauses (i) other than Indebtedness owed to the Company, its Subsidiaries or the Automotive Affiliates and (ii) other than Indebtedness being referred to be incurred at Closing in connection with collectively as the transactions specifically contemplated by this Agreement and “Company Securities”). There are no outstanding obligations of the Ancillary AgreementsCompany to repurchase, redeem or otherwise acquire any Company Securities.

Capitalization of the Company and its Subsidiaries. (a) All The Company's authorized capital stock consists of the 1,000 shares of common stock, par value $1.00 per share, of which 100 shares are issued and outstanding shares and held of Capital Stock of Holdings will be at record by the Closing owned directly by TRW Automotive free persons and clear of any and all Liens and will have been duly authorized for issuance and will be validly issued, fully paid and non-assessable. SMLLC is a sole member limited liability company. All of in the membership interests of SMLLC will be at the Closing owned directly by TRW free and clear of any and all Liens, will be duly authorized for issuance and will be validly issued, fully paid and non-assessable and there are no other outstanding equity interests in SMLLC.amounts set forth on Schedule 3.4 (ba) There are no existing optionsExcept as set forth on Schedule 3.4(a), warrants, calls, rights, subscriptions, arrangements, claims, commitments (contingent or otherwise) or other agreements of any character to which Northrop Grumman, TRW, TRW Automotive, neither the Company or nor any of its Subsidiaries is a partyhas (i) any shares of common stock or preferred stock reserved for issuance, or is otherwise subject(ii) any outstanding or authorized option, requiringwarrant, and right, call or commitment relating to its capital stock or any outstanding securities or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire from it, any shares of its capital stock. Except for the SARs, there are no securities (i) outstanding obligations of the Company or any of its Subsidiaries outstanding which upon conversion to repurchase, redeem or exchange would requireotherwise acquire any securities described in the preceding sentence or (ii) stock appreciation, the issuancephantom stock, sale profit participation or transfer of any additional shares of Capital Stock or other securities similar rights with respect to the (b) All Subsidiaries of the Company or are listed on Schedule 3.4(b). Except as otherwise disclosed on Schedule 3.4(b), neither the Company nor any of its Subsidiaries convertible into, exchangeable for or evidencing the right to subscribe for or purchase Capital Stock own any shares of stock of any corporation or any equity interest in a partnership, joint venture or other securities business entity, and neither the Company nor any of its Subsidiaries controls any other corporation, partnership, joint venture or other business entity by means of ownership, management contract or otherwise. All of the outstanding capital stock of, or other ownership interests in, each Subsidiary of the Company or any is owned beneficially and of its Subsidiaries. None of Northrop Grumman, TRW, TRW Automotive, or the Company is a party, or is otherwise subject, to any voting trust or other voting agreement with respect to any of the shares of Capital Stock of the Company or to any agreement relating to the issuance, sale, redemption, transfer, acquisition or other disposition of the Capital Stock of the Company. (c) Schedule 5.2(c) to the Northrop Grumman Disclosure Letter sets forth a true and complete list of the authorized and outstanding Capital Stock, name, jurisdiction of organization, and record owner of the equity interests of each of by the Company, its Subsidiaries directly or indirectly, is validly issued, fully paid and the material Automotive Affiliates, all of which are duly authorized, validly issued and fully paid, nonassessable and free and clear of any and all Lienspreemptive rights, restrictions on transfer or Taxes, except Liens incurred in connection with as provided under the financing of the transactions contemplated hereby. Unless otherwise noted on Annex II, all such Capital Stock will be wholly-owned, directly Securities Act or indirectly, by Newco, free and clear of any and all Liens, except for Liens incurred by Parent or its Affiliates in connection with the financing of the transactions contemplated hereby or otherwisestate securities laws. (d) Schedule 5.2(d) to the Northrop Grumman Disclosure Letter sets forth all outstanding Indebtedness of the Company, its Subsidiaries or the Automotive Affiliates to any Person (i) other than Indebtedness owed to the Company, its Subsidiaries or the Automotive Affiliates and (ii) other than Indebtedness to be incurred at Closing in connection with the transactions specifically contemplated by this Agreement and the Ancillary Agreements.

Capitalization of the Company and its Subsidiaries. (a) All The Company's authorized capital stock consists of 2,500 shares of common stock, no par value, with voting rights, 10,000 shares of common stock, no par value without voting rights, and 2,000 shares of preferred stock, par value $100 per share, of which 820 shares of common stock, no par value, with voting rights, 4,100 shares of common stock, no par value without voting rights, 1,071 shares of preferred stock, par value $100 per share and the 336 shares of voting common stock issued in connection with the Ansam Transfer are issued and outstanding shares and held of Capital Stock of Holdings will be at record by the Closing owned directly by TRW Automotive free persons and clear of any and all Liens and will have been duly authorized for issuance and will be validly issued, fully paid and non-assessable. SMLLC is a sole member limited liability company. All of in the membership interests of SMLLC will be at the Closing owned directly by TRW free and clear of any and all Liens, will be duly authorized for issuance and will be validly issued, fully paid and non-assessable and there are no other outstanding equity interests in SMLLC.amounts set forth on Schedule 3.4 (ba) There are no existing optionsExcept as set forth on Schedule 3.4(a), warrants, calls, rights, subscriptions, arrangements, claims, commitments (contingent or otherwisei) or other agreements of any character to which Northrop Grumman, TRW, TRW Automotive, neither the Company or nor any of its Subsidiaries is a partyhas any (a) shares of common stock or preferred stock reserved for issuance or (b) any outstanding or authorized option, warrant, right, call or commitment relating to its capital stock or any outstanding securities or obligations convertible into or exchangeable for, or is otherwise subjectgiving any Person any right to subscribe for or acquire from it, requiringany shares of its capital stock, and (ii) there are no securities (a) outstanding obligations of the Company or any of its Subsidiaries outstanding which upon conversion to repurchase, redeem or exchange would requireotherwise acquire any securities described in the preceding sentence, the issuance(b) stock appreciation, sale phantom stock, profit participation or transfer of any additional shares of Capital Stock or other securities of similar rights with respect to the Company or any of its Subsidiaries convertible intoSubsidiaries, exchangeable for (c) preemptive or evidencing other subscription rights with respect to any shares of the right to subscribe for Company's or purchase Capital Stock any of its Subsidiaries' capital stock, or (d) voting trusts, proxies or any other securities agreements or understandings with respect to the voting of the capital stock of the Company or any of its Subsidiaries. None of Northrop Grumman, TRW, TRW Automotive, or the Company is a party, or is otherwise subject, to any voting trust or other voting agreement with respect to any and (iii) all of the issued and outstanding shares of Capital Stock capital stock of the Company or to any agreement relating to the issuance, sale, redemption, transfer, acquisition or other disposition of the Capital Stock of the Company. (c) Schedule 5.2(c) to the Northrop Grumman Disclosure Letter sets forth a true and complete list of the authorized and outstanding Capital Stock, name, jurisdiction of organization, and record owner of the equity interests of each of the Company, its Subsidiaries and the material Automotive Affiliates, all of which are have been duly authorized, validly issued issued, are fully paid and are nonassessable. (b) All Subsidiaries of the Company are listed on Schedule 3.1. Except as otherwise disclosed on Schedule 3.4(b), neither the Company nor any of its Subsidiaries own any shares of stock of any corporation or any equity interest in a partnership, joint venture or other business entity, and neither the Company nor any of its Subsidiaries controls any other corporation, partnership, limited liability company, joint venture or other business entity by means of ownership, management Contract or otherwise. All of the outstanding capital stock of, or other ownership interests in, each Subsidiary of the Company is owned beneficially and of record (except for qualifying shares held pursuant to applicable local laws) by the Company, directly or indirectly as set forth on Schedule 3.1, is validly issued, fully paid, paid and nonassessable and free and clear of any and all Lienspreemptive rights, restrictions on transfer or Taxes, except Liens incurred in connection with as provided under the financing of the transactions contemplated hereby. Unless otherwise noted on Annex II, all such Capital Stock will be wholly-owned, directly Securities Act or indirectly, by Newco, free and clear of any and all Liens, except for Liens incurred by Parent or its Affiliates in connection with the financing of the transactions contemplated hereby or otherwisestate securities laws. (d) Schedule 5.2(d) to the Northrop Grumman Disclosure Letter sets forth all outstanding Indebtedness of the Company, its Subsidiaries or the Automotive Affiliates to any Person (i) other than Indebtedness owed to the Company, its Subsidiaries or the Automotive Affiliates and (ii) other than Indebtedness to be incurred at Closing in connection with the transactions specifically contemplated by this Agreement and the Ancillary Agreements.

Capitalization of the Company and its Subsidiaries. (a) All The Company. The issued share capital of the Company consists of 191,872,832 shares. The record owner of all of the issued and outstanding shares Purchased Interests is as set forth on Section 3.6(a)(i) of Capital Stock the Seller Disclosure Schedule. All of Holdings will be at the Closing owned directly by TRW Automotive free and clear of any and all Liens and will Purchased Interests have been duly authorized for issuance validly issued and will be validly issued, are fully paid and non-assessable. SMLLC is a sole member limited liability company. All , have not been issued in violation of the membership interests of SMLLC will be at the Closing owned directly by TRW any preemptive or similar rights, were issued in compliance with applicable securities Laws or exemptions therefrom and are free and clear of any and all Liens, will be duly authorized other than Liens imposed by applicable securities Laws. Except as set forth on Section 3.6(a)(ii) of the Seller Disclosure Schedule, no other Equity Securities of the Company are issued, reserved for issuance and will be validly issuedor outstanding. The Company does not have any (i) outstanding options or other securities convertible into or exchangeable or exercisable for any shares or any rights to subscribe for or to purchase, fully paid and non-assessable and there are no or any agreements, arrangements or commitments providing for the issuance, delivery or sale, or reservation for issuance (contingent or otherwise) of any shares or other Equity Securities of the Company or (ii) outstanding equity interests in SMLLCappreciation, phantom equity, profit participation or similar rights. (b) There are no existing options, warrants, calls, rights, subscriptions, arrangements, claims, commitments (contingent or otherwiseExcept as set forth in Section 3.6(b) or other agreements of any character to which Northrop Grumman, TRW, TRW Automotivethe Seller Disclosure Schedule, the Company or any of its Subsidiaries is not a partyparty to, or is otherwise subjectsubject to, requiringany right of first refusal, and there are no securities right of first offer, proxy, voting agreement, voting trust, registration rights agreement or stockholders agreement, buy sell agreements or other Contract, option, pledge or preemptive right, including any Contract restricting the ownership, voting rights, distribution rights or disposition of the Company or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any additional shares of Capital Stock or other securities of the Company or any of its Subsidiaries convertible into, exchangeable for or evidencing the right to subscribe for or purchase Capital Stock Purchased Interests or any other securities of the Company or any of its Subsidiaries. None of Northrop Grumman, TRW, TRW Automotive, or the Company is a party, or is otherwise subject, to any voting trust or other voting agreement with respect to any of the shares of Capital Stock of the Company or to any agreement relating to the issuance, sale, redemption, transfer, acquisition or other disposition of the Capital Stock Equity Securities of the Company. (c) Schedule 5.2(c) to the Northrop Grumman Disclosure Letter sets forth a true and complete list of the authorized and outstanding Capital Stock, name, jurisdiction of organization, and record owner of the equity interests of each of the Company, its Subsidiaries and the material Automotive Affiliates, all of which are duly authorized, validly issued and fully paid, nonassessable and free and clear of any and all Liens, except Liens incurred in connection with the financing of the transactions contemplated hereby. Unless otherwise noted on Annex II, all such Capital Stock will be wholly-owned, directly or indirectly, by Newco, free and clear of any and all Liens, except for Liens incurred by Parent or its Affiliates in connection with the financing of the transactions contemplated hereby or otherwise. (d) Schedule 5.2(d) to the Northrop Grumman Disclosure Letter sets forth all outstanding Indebtedness of the Company, its Subsidiaries or the Automotive Affiliates to any Person (i) other than Indebtedness owed to the Company, its Subsidiaries or the Automotive Affiliates and (ii) other than Indebtedness to be incurred at Closing in connection with the transactions specifically contemplated by this Agreement and the Ancillary Agreements.EXECUTION VERSION

Capitalization of the Company and its Subsidiaries. (a) The Transferred Equity Interests (i) constitute all of the authorized, issued and outstanding equity interests and securities of the Company, (ii) have been duly authorized, (iii) are validly issued and outstanding, and (iv) have been issued in compliance in all material respects with all applicable securities Laws and other Laws. The Company has not granted to any Person any preemptive or other similar rights with respect to any equity, membership or other similar interest in the Company, and there are no offers, options, warrants, profits interests, rights, agreements or commitments of any kind (whether written, oral, contingent or otherwise) entered into or granted by the Company relating to the issuance, conversion, exchange, registration, voting, sale or transfer of any equity, membership or other similar interests or other equity securities of the Company (including the Transferred Equity Interests) or obligating the Company or any other Person to purchase or redeem any of such equity, membership or other similar interests or securities. There are no outstanding or authorized equity appreciation, phantom equity, profit participation or similar rights with respect to the equity, membership or other similar interests in the Company. The Company does not have any authorized or outstanding bonds, debentures, notes or other Indebtedness the holders of which have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) with the holders of any equity, membership or other similar interest in the Company. There are no proxies and no voting agreements or voting trusts or other voting arrangements with respect to any equity, membership or other similar interests in the Company. (b) The authorized, issued and outstanding capital stock and other equity securities of each of the Company’s Subsidiaries are fully and accurately described on Schedule 4.3(b) of Seller’s Disclosure Letter. All of the issued and outstanding capital stock and other equity securities of each of the Company’s Subsidiaries are owned of record and beneficially by the Company or one of the Company’s Subsidiaries. No Person has any preemptive or other similar rights with respect to any such capital stock or other equity interests or securities, and there are no offers, options, warrants, profits interests, rights, agreements or commitments of any kind (whether written, oral, contingent or otherwise) relating to the issuance, voting, conversion, exchange, registration, sale or transfer of any capital stock or other securities of any of the Company’s Subsidiaries, or obligating the Company, any of its Subsidiaries, or any other Person to purchase or redeem any capital stock or other equity interests or securities or to make capital contributions, advances or loans to or on behalf of any of the Company’s Subsidiaries. All of the issued and outstanding shares of Capital Stock capital stock (or equivalent equity interests or securities) of Holdings will be at each of the Closing owned directly by TRW Automotive free and clear of any and all Liens and will Company’s Subsidiaries have been duly authorized for issuance and will be are validly issuedissued and outstanding and, as applicable, fully paid and non-assessable, and have been issued in compliance in all material respects with applicable securities Laws and other Laws. SMLLC is a sole member limited liability company. All of the membership interests of SMLLC will be at the Closing owned directly by TRW free and clear of any and all Liens, will be duly authorized for issuance and will be validly issued, fully paid and non-assessable and there are no other outstanding equity interests in SMLLC. (b) There are no existing optionsoutstanding or authorized stock appreciation, warrantsphantom stock, calls, rights, subscriptions, arrangements, claims, commitments (contingent profit participation or otherwise) similar rights with respect to the capital stock or other agreements equity interests or securities in any Subsidiary of any character to which Northrop Grumman, TRW, TRW Automotive, the Company or any of its Subsidiaries is a party, or is otherwise subject, requiring, and there are no securities Company. No Subsidiary of the Company has any authorized or any of its Subsidiaries outstanding which upon conversion or exchange would requirebonds, the issuancedebentures, sale or transfer of any additional shares of Capital Stock notes or other securities Indebtedness the holders of which have the Company right to vote (or any of its Subsidiaries convertible into, exchangeable for for, or evidencing the right to subscribe for or purchase Capital Stock acquire securities having the right to vote) with the holders of any capital stock or any other equity interests or securities of any Subsidiary of the Company Company. There are no proxies and no voting agreements or any of its Subsidiaries. None of Northrop Grumman, TRW, TRW Automotive, or the Company is a party, or is otherwise subject, to any voting trust trusts or other voting agreement arrangements with respect to any capital stock or equity interests or securities of the shares of Capital Stock of the Company or to any agreement relating to the issuance, sale, redemption, transfer, acquisition or other disposition of the Capital Stock Subsidiary of the Company. (c) Schedule 5.2(cExcept (i) to for investment assets acquired and held in the Northrop Grumman Disclosure Letter sets forth a true ordinary course of business and complete list in accordance with the investment policies of the authorized Company and outstanding Capital Stock, name, jurisdiction of organization, and record owner of the equity interests of each of the Company, its Subsidiaries and the material Automotive Affiliates, all of which are duly authorized, validly issued and fully paid, nonassessable and free and clear of any and all Liens, except Liens incurred in connection with the financing of the transactions contemplated hereby. Unless otherwise noted on Annex II, all such Capital Stock will be wholly-owned, directly or indirectly, by Newco, free and clear of any and all Liens, except for Liens incurred by Parent or its Affiliates in connection with the financing of the transactions contemplated hereby or otherwise. (d) Schedule 5.2(d) to the Northrop Grumman Disclosure Letter sets forth all outstanding Indebtedness of the Company, its Subsidiaries or the Automotive Affiliates to any Person (i) other than Indebtedness owed to the Company, its Subsidiaries or the Automotive Affiliates and (ii) as set forth on Schedule 4.3(b) of Seller’s Disclosure Letter, neither the Company nor any of its Subsidiaries owns any shares of capital stock of or other than Indebtedness to be incurred at Closing voting or equity interests in connection with the transactions specifically contemplated by this Agreement and the Ancillary Agreements(including any securities exercisable or exchangeable for or convertible into shares of capital stock of or other voting or equity interests in) any other Person.

Capitalization of the Company and its Subsidiaries. (a) All The Stock represents all of the issued and outstanding shares capital stock of Capital Stock of Holdings will be at the Closing owned directly by TRW Automotive free and clear of any and all Liens and will have Company, has been duly authorized for issuance and will be validly issued, issued and is fully paid and non-assessable. SMLLC is a sole member limited liability company. All of the membership interests of SMLLC will be at the Closing owned directly by TRW free and clear of any and all Liens, will be duly authorized for issuance and will be validly issued, fully paid and non-assessable and there are no other outstanding equity interests in SMLLC. (b) There are no existing options, warrants, calls, subscriptions, conversion or other rights, subscriptions, arrangements, claims, agreements or commitments (contingent or otherwise) or other agreements of any character to which Northrop Grumman, TRW, TRW Automotive, obligating the Company or any of its Subsidiaries is a party, or is otherwise subject, requiring, and there are no securities of the Company or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance, sale or transfer of to issue any additional shares of Capital Stock capital stock or any other securities of the Company or any of its Subsidiaries convertible into, exchangeable for or evidencing the right to subscribe for any shares of capital stock of the Company. Other than this Agreement, the Stock is not subject to any voting trust agreement or purchase Capital Stock other Contract, including any Contract restricting or otherwise relating to the voting, dividend rights or disposition of the Stock. (b) All of the outstanding shares of capital stock of the Company’s Subsidiaries are validly issued, fully paid and nonassessable. Except as disclosed in Exhibit 3.6 attached hereto, all of the outstanding shares of capital stock, partnership, membership or equity interests of the Company’s Subsidiaries are owned by the Company, directly or indirectly through one or more intermediaries, free and clear of all Liens. Except as set forth in Exhibit 3.6 attached hereto, there are no outstanding securities, options, warrants, calls, subscriptions, conversion or other rights or Contracts to which the Company or any other securities of its Subsidiaries is a party or by which any of them is bound, granting to any third party the right to purchase or acquire any capital stock of or any partnership, membership or equity interests in any of the Company’s Subsidiaries, and there are no put rights or Contracts pursuant to which any of the Company or any of its Subsidiaries. None of Northrop Grumman, TRW, TRW Automotive, or the Company Subsidiaries is a party, or is otherwise subject, bound to repurchase any voting trust or other voting agreement with respect to any of the shares of Capital Stock of the Company or to any agreement relating to the issuance, sale, redemption, transfer, acquisition or other disposition of the Capital Stock of the Company’s Subsidiaries’ capital stock or partnership, membership or equity interests. (c) Schedule 5.2(c) to the Northrop Grumman Disclosure Letter sets forth a true and complete list of the authorized and outstanding Capital Stock, name, jurisdiction of organization, and record owner of the equity interests of each of the Company, its Subsidiaries and the material Automotive Affiliates, all of which are duly authorized, validly issued and fully paid, nonassessable and free and clear of any and all Liens, except Liens incurred in connection with the financing of the transactions contemplated hereby. Unless otherwise noted on Annex II, all such Capital Stock will be wholly-owned, directly or indirectly, by Newco, free and clear of any and all Liens, except for Liens incurred by Parent or its Affiliates in connection with the financing of the transactions contemplated hereby or otherwise. (d) Schedule 5.2(d) to the Northrop Grumman Disclosure Letter sets forth all outstanding Indebtedness of the Company, its Subsidiaries or the Automotive Affiliates to any Person (i) other than Indebtedness owed to the Company, its Subsidiaries or the Automotive Affiliates and (ii) other than Indebtedness to be incurred at Closing in connection with the transactions specifically contemplated by this Agreement and the Ancillary Agreements.

Capitalization of the Company and its Subsidiaries. (a) The authorized stock of the Company consists of: (i) 110,000,000 shares of Company Common Stock, of which 25,661,122 shares are issued and outstanding as of the date hereof and held by less than 1,000 stockholders, and (ii) 10,000,000 shares of Preferred Stock, no par value, no shares of which are issued and outstanding. All of the issued and outstanding shares of Capital Stock of Holdings will be at the Closing owned directly by TRW Automotive free and clear of any and all Liens and will Shares have been duly authorized for issuance and will be validly issued, fully paid and non-assessable. SMLLC is a sole member limited liability company. All of the membership interests of SMLLC will be at the Closing owned directly by TRW free and clear of any and all Liens, will be are duly authorized for issuance and will be validly issuedauthorized, fully paid and paid, non-assessable and free of preemptive rights. As of the date hereof, 3,492,000 Shares are reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to the Company’s 2002 Stock Plan. Except as set forth above or listed in Section 3.2(a) of the Company Disclosure Schedule, as of the date hereof, there are no other outstanding equity interests in SMLLC. (bi) There are no existing options, warrants, calls, rights, subscriptions, arrangements, claims, commitments (contingent or otherwise) shares of stock or other agreements of any character to which Northrop Grumman, TRW, TRW Automotive, the Company or any of its Subsidiaries is a party, or is otherwise subject, requiring, and there are no voting securities of the Company or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any additional shares of Capital Stock or other Company; (ii) securities of the Company or any of its Subsidiaries convertible into, into or exchangeable for shares of stock or evidencing voting securities of the right Company; (iii) options or other rights to subscribe for or purchase Capital Stock acquire from the Company or any other securities of its Subsidiaries, and no obligations of the Company or any of its Subsidiaries. None of Northrop GrummanSubsidiaries to issue, TRWany stock, TRW Automotivevoting securities, or securities convertible into or exchangeable for stock or voting securities of the Company is a partyCompany; or (iv) equity equivalents, interests in the ownership or earnings of the Company, or is otherwise subjectother similar rights (including stock appreciation rights) (collectively, to any voting trust or other voting agreement with respect to any of the shares of Capital Stock “Company Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any agreement Company Securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party or to which it is bound relating to the issuance, sale, redemption, transfer, acquisition or other disposition voting of any shares of capital stock of the Capital Stock Company (other than the Company Voting Agreement). (b) Except as provided in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding capital stock of the Company. (c) Schedule 5.2(c) to the Northrop Grumman Disclosure Letter sets forth a true and complete list of the authorized and outstanding Capital Stock, name, jurisdiction of organization, and record owner of the equity interests of each of ’s Subsidiaries is owned by the Company, its Subsidiaries and the material Automotive Affiliates, all of which are duly authorized, validly issued and fully paid, nonassessable and free and clear of any and all Liens, except Liens incurred in connection with the financing of the transactions contemplated hereby. Unless otherwise noted on Annex II, all such Capital Stock will be wholly-owned, directly or indirectly, by Newco, free and clear of any and all LiensLien or any other limitation or restriction (including, any restriction on the right to vote or sell the same) except for Liens incurred by Parent as may be provided as a matter of Law. Except as provided in Section 3.2(b) of the Company Disclosure Schedule, there are no debt or equity securities of the Company or its Affiliates in connection with Subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the financing of Company or its Subsidiaries, and no other contract, understanding, arrangement, or obligation (whether or not contingent) providing for the transactions contemplated hereby issuance or otherwise. (d) Schedule 5.2(d) to the Northrop Grumman Disclosure Letter sets forth all outstanding Indebtedness sale, directly or indirectly of, any capital stock or other ownership interests in, or any other securities of, any Subsidiary of the Company. Except as provided in Section 3.2(b) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or its Subsidiaries to repurchase, redeem, or the Automotive Affiliates to otherwise acquire any Person (i) outstanding shares of capital stock or other than Indebtedness owed to ownership interests in any Subsidiary of the Company. None of the Company’s Subsidiaries owns any capital stock of the Company. For purposes of this Agreement, its Subsidiaries “Lien” means, in respect of any asset (including any security) any mortgage, lien, pledge, charge, security interest, or the Automotive Affiliates and (ii) other than Indebtedness to be incurred at Closing encumbrance of any kind in connection with the transactions specifically contemplated by this Agreement and the Ancillary Agreementsrespect of such asset.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 2,500,000 shares of capital stock, including 2,250,000 shares of Company Common Stock, of which 1,330,000 shares of Company Common Stock were issued and outstanding as of the close of business on the date hereof, and 250,000 shares of preferred stock, par value$ 0.01 per share ("Company Preferred Stock"), none of which Company Preferred Stock is outstanding as of the date hereof. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. The Company Stockholders are the record and beneficial owners of all of the issued and outstanding shares of Capital Company Common Stock. The Company has no shares of Company Common Stock or Company Preferred Stock reserved for or otherwise subject to issuance, except that as of Holdings will be at the Closing close of business on the date hereof, there were 115,500 shares of Company Common Stock subject to issuance pursuant to options outstanding under the Company Stock Plan. Section 5.2 of the Company Disclosure Schedule sets forth a complete and accurate list of (i) all shares of Company Common Stock beneficially owned directly by TRW Automotive free the Company Stockholders and clear (ii) all outstanding Company Stock Options, which list includes the name of each holder of Company Stock Options and the exercise price and the expiration date of the Company Stock Options so held. Except as set forth in this Section 5.2(a), there are no outstanding, and there have not been reserved for issuance, any and all Liens and will have been (i) shares of capital stock or other voting securities of the Company, (ii) securities of the Company or any Subsidiary, convertible into or exchangeable for shares of capital stock or voting stock of the Company or its Subsidiaries, or (iii) Company Stock Options or other rights or options to acquire from the Company or its Subsidiaries any shares of capital stock, voting securities or securities convertible into or exchangeable for shares of capital stock or voting stock of the Company or its Subsidiaries. Each of the outstanding shares of capital stock or other ownership interests of each of the Company's Subsidiaries is duly authorized for issuance and will be authorized, validly issued, fully paid and non-assessable. SMLLC is nonassessable and owned by the Company or a sole member limited liability company. All direct or indirect wholly owned Subsidiary of the membership interests of SMLLC will be at the Closing owned directly by TRW Company, in each case free and clear of any and all LiensLiens (as hereinafter defined) other than as set forth in Section 5.2 of the Company Disclosure Schedule. Except as set forth above, will be duly authorized for issuance and will be validly issued, fully paid and non-assessable and there are no registration rights or preemptive or other outstanding equity interests in SMLLC. (b) There are no existing rights, options, warrants, calls, conversion rights, subscriptionsstock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, claimscalls, commitments (contingent or otherwise) or other agreements rights of any character to kind which Northrop Grumman, TRW, TRW Automotive, obligate the Company or any of its Subsidiaries is a partyto register, issue or is otherwise subject, requiring, and there are no securities of the Company or sell any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any additional shares of Capital Stock capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible intoor exchangeable into or exercisable for, exchangeable for or evidencing the giving any Person a right to subscribe for or purchase Capital Stock acquire from the Company or any other of its Subsidiaries, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are issued or outstanding. None of Northrop GrummanThe Company does not have outstanding any bonds, TRWdebentures, TRW Automotive, or the Company is a party, or is otherwise subject, to any voting trust notes or other voting agreement obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with respect to any of the shares of Capital Stock stockholders of the Company on any matter. (b) Other than as set forth in Section 5.2 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries owns any equity or to similar interest in or any agreement relating to the issuanceinterest convertible into or exchangeable or exercisable for any equity or similar interest in, saleany corporation, redemptionpartnership, transfer, acquisition joint venture or other disposition of the Capital Stock of the Companybusiness. (c) Schedule 5.2(c) There are no voting trusts or other agreements or understandings to which the Company Stockholders, the Company or any of its Subsidiaries is a party with respect to the Northrop Grumman Disclosure Letter sets forth a true and complete list voting of any of the authorized and outstanding Capital Stock, name, jurisdiction of organization, and record owner capital stock of the equity interests of each Company or any of the CompanySubsidiaries. Other than as set forth in Section 5.2 of the Company Disclosure Schedule, none of the Company or any of its Subsidiaries and is obligated under any registration rights or similar agreements to register any shares of capital stock of the material Automotive Affiliates, all Company or any of which are duly authorized, validly issued and fully paid, nonassessable and free and clear its Subsidiaries on behalf of any and all Liens, except Liens incurred in connection with the financing of the transactions contemplated hereby. Unless otherwise noted on Annex II, all such Capital Stock will be wholly-owned, directly or indirectly, by Newco, free and clear of any and all Liens, except for Liens incurred by Parent or its Affiliates in connection with the financing of the transactions contemplated hereby or otherwisePerson. (d) Schedule 5.2(d) to the Northrop Grumman Disclosure Letter sets forth all outstanding Indebtedness of the Company, its Subsidiaries or the Automotive Affiliates to any Person (i) other than Indebtedness owed to the Company, its Subsidiaries or the Automotive Affiliates and (ii) other than Indebtedness to be incurred at Closing in connection with the transactions specifically contemplated by this Agreement and the Ancillary Agreements.

Capitalization of the Company and its Subsidiaries. (a) All The authorized share capital of the Company consists of US$36,000 divided into 360,000,000 Shares. As of the date hereof, 197,446,940 Shares were issued and outstanding shares outstanding, all of Capital Stock of Holdings will be at the Closing owned directly by TRW Automotive free and clear of any and all Liens and will have been which are duly authorized for issuance and will be authorized, validly issued, fully paid and non-assessable, in compliance with all applicable Laws, and none of which was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. SMLLC Except as set forth in this Section 4.02 and except for this Agreement and the Transactions, (A) there is a sole member limited liability company. All no share capital of the membership interests of SMLLC will be at the Closing owned directly by TRW free and clear Company authorized, issued or outstanding, (B) there are no authorized or outstanding options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character (whether or not conditional) relating to the issued or unissued share capital of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any share capital or other equity interest in the Company or any of its Subsidiaries or securities convertible into or exchangeable for such share capital or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (C) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any share capital of the Company or any of its Subsidiaries, or to make any payments based on the market price or value of Shares or other share capital of the Company or its Subsidiaries, or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in the Company’s Subsidiaries or any other entity other than loans to the Company’s Subsidiaries in the ordinary course of business, and all Liens(D) there are no outstanding bonds, will be debentures, notes or other obligations of the Company the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter. (b) The outstanding share capital or registered capital, as the case may be, of each of the Company’s Subsidiaries and other entity in which the Company or any of its Subsidiaries owns any non-controlling equity interest is duly authorized for issuance and will be authorized, validly issued, fully paid and non-assessable assessable, and there are no other the portion of the outstanding equity interests in SMLLC. (b) There are no existing optionsshare capital or registered capital, warrantsas the case may be, calls, rights, subscriptions, arrangements, claims, commitments (contingent of each such entity owned directly or otherwise) or other agreements of any character to which Northrop Grumman, TRW, TRW Automotive, indirectly by the Company or any of its Subsidiaries is a party, or is otherwise subject, requiring, and there are no securities of the Company or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any additional shares of Capital Stock or other securities of the Company or any of its Subsidiaries convertible into, exchangeable for or evidencing the right to subscribe for or purchase Capital Stock or any other securities of the Company or any of its Subsidiaries. None of Northrop Grumman, TRW, TRW Automotive, or the Company is a party, or is otherwise subject, to any voting trust or other voting agreement with respect to any of the shares of Capital Stock of the Company or to any agreement relating to the issuance, sale, redemption, transfer, acquisition or other disposition of the Capital Stock of the Company. (c) Schedule 5.2(c) to the Northrop Grumman Disclosure Letter sets forth a true and complete list of the authorized and outstanding Capital Stock, name, jurisdiction of organization, and record owner of the equity interests of each of the Company, its Subsidiaries and the material Automotive Affiliates, all of which are duly authorized, validly issued and fully paid, nonassessable and free and clear of any and all Liens, except Liens incurred in connection with the financing of the transactions contemplated hereby. Unless otherwise noted on Annex II, all such Capital Stock will be wholly-owned, directly or indirectly, by Newco, free and clear of any and all Liens, except for Liens incurred by Parent or its Affiliates in connection with the financing Permitted Liens. Each of the transactions contemplated hereby or otherwise. Company and its Subsidiaries has the unrestricted right to vote, and (d) Schedule 5.2(dsubject to limitations imposed by applicable Law) to the Northrop Grumman Disclosure Letter sets forth receive dividends and distributions on, all outstanding Indebtedness share capital or registered capital of the Company, its their respective Subsidiaries or the Automotive Affiliates to any Person (i) and other than Indebtedness owed to the Company, its Subsidiaries or the Automotive Affiliates and (ii) other than Indebtedness to be incurred at Closing in connection with the transactions specifically contemplated entities as owned by this Agreement and the Ancillary Agreementsthem.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of (i) 1,000,000 shares of Company Common Stock, of which 372,769.962 shares are issued and outstanding as of the date of this Agreement and (ii) 999,400 shares of Company Series A Preferred, of which 141,384.722 shares are issued and outstanding as of the date of this Agreement. All of the issued and outstanding shares of Capital Company Common Stock of Holdings will be at the Closing owned directly by TRW Automotive free and clear of any and all Liens and will Company Series A Preferred have been duly authorized for issuance and will be validly issued, issued and are fully paid and non-assessablenonassessable. SMLLC is a sole member limited liability company73.913 shares of capital stock are held by the Company as treasury shares. All Section 3.6(a) of the membership interests Company Disclosure Letter sets forth all holders of SMLLC will be at record of issued and outstanding shares of Company Common Stock and Company Series A Preferred and a list of all outstanding rights to acquire Company Common Stock pursuant to awards under the Closing owned directly by TRW free and clear of any and all Liens, will be duly authorized for issuance and will be validly issued, fully paid and non-assessable and there are no other outstanding equity interests in SMLLC2012 Long Term Incentive Plan. (b) There Except as described in Section 3.6(a), there are no existing outstanding options, warrants, calls, rights, subscriptions, arrangements, claims, commitments (contingent or otherwise) rights or other securities convertible into or exchangeable or exercisable for shares of the capital stock of the Company, any other commitments or agreements providing for the issuance of any character to which Northrop Grumman, TRW, TRW Automotiveadditional shares, the Company sale of treasury shares or any for the repurchase or redemption of its Subsidiaries is a party, or is otherwise subject, requiring, and there are no securities shares of the capital stock of the Company or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance, sale or transfer other agreements of any additional shares of Capital Stock or other securities of kind which may obligate the Company to issue, purchase, redeem or otherwise acquire any of its Subsidiaries convertible intocapital stock. There are no capital appreciation rights, exchangeable for phantom equity rights, equity-linked plans, securities with participation rights or evidencing features, rights entitling any Person to acquire or receive from the right to subscribe for Company any Company Common Share or purchase Capital Stock or any other securities form of equity interest of the Company or any of its Subsidiaries. None of Northrop Grumman, TRW, TRW AutomotiveCompany, or similar obligations and commitments of the Company is a partyCompany. There are no voting trusts, or is otherwise subjectshareholder agreements, to any voting trust proxies or other voting agreement rights or agreements in effect with respect to any the voting, transfer or dividend rights of the shares of Capital Stock of the Company or to any agreement relating to the issuance, sale, redemption, transfer, acquisition or other disposition of the Capital Stock capital stock of the Company. (c) Schedule 5.2(c) to the Northrop Grumman Disclosure Letter sets forth a true and complete list The outstanding shares of the authorized and outstanding Capital Stock, name, jurisdiction of organization, and record owner of the equity interests capital stock of each of the Company, its 's Subsidiaries have been duly authorized and the material Automotive Affiliates, all of which are duly authorized, validly issued and are fully paid, nonassessable paid and nonassessable. The Company or one or more of its wholly owned Subsidiaries owns of record and beneficially all the issued and outstanding shares of capital stock of such Subsidiaries free and clear of any and all Liens, except Liens incurred in connection with other than Permitted Liens. There are no outstanding options, warrants, stock appreciation rights or other securities or rights exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments or agreements providing for the financing issuance of additional shares, the sale of treasury shares or for the repurchase or redemption of shares of such Subsidiaries' capital stock or any other agreements of any kind which may obligate any Subsidiary of the transactions contemplated hereby. Unless Company to issue, purchase, register for sale, redeem or otherwise noted on Annex II, all such Capital Stock will be wholly-owned, directly or indirectly, by Newco, free and clear acquire any of any and all Liens, except for Liens incurred by Parent or its Affiliates in connection with the financing of the transactions contemplated hereby or otherwisecapital stock. (d) Schedule 5.2(d) to the Northrop Grumman Disclosure Letter sets forth all outstanding Indebtedness of the Company, its Subsidiaries or the Automotive Affiliates to any Person (i) other than Indebtedness owed to the Company, its Subsidiaries or the Automotive Affiliates and (ii) other than Indebtedness to be incurred at Closing in connection with the transactions specifically contemplated by this Agreement and the Ancillary Agreements.