Common use of Capitalization of URSI and Ownership of URSI STOCK Clause in Contracts

Capitalization of URSI and Ownership of URSI STOCK. The authorized and outstanding capital stock of URSI is as set forth in Section 1.4(ii). All of the issued and outstanding shares of URSI are owned beneficially and of record by the persons set forth on Annex III. All issued and outstanding shares of URSI stock are duly authorized, validly issued, fully paid and nonassessable. There are no obligations of URSI to repurchase, redeem or otherwise acquire any shares of URSI stock. Except as described in the Registration Statement and except with respect to a contemplated stock split prior to the filing of the Registration Statement, there are no options, warrants, equity securities, calls, rights, commitments or agreements of any character to which URSI or any of its subsidiaries are a party or by which they are bound obligating URSI or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of URSI or any of its subsidiaries or obligating URSI or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, call, right, commitment or agreement. To the knowledge of URSI, as of the Closing Date, none of the STOCKHOLDERS set forth on Annex III will be a party to or subject to any voting trust, proxy or other agreement or understanding with respect to the shares of capital stock of URSI owned by such STOCKHOLDER. All of the shares of URSI Stock to be issued to the STOCKHOLDERS in accordance herewith will be duly authorized, validly issued, fully paid and nonassessable. All of the shares of URSI Stock issued to persons set forth on Annex III and, based on the representations of STOCKHOLDERS contained in this Agreement and in the documents delivered to URSI pursuant hereto, to STOCKHOLDERS pursuant to this Agreement, were or will be offered, issued, sold and delivered by URSI in compliance with all applicable state and federal laws concerning the issuance of securities and none of such shares were or will be issued in violation of the preemptive rights of any past or present stockholder. On the Closing Date the capitalization of URSI will be as set forth in the Registration Statement.