Common use of Capitalization of USFloral and Ownership of USFloral Stock Clause in Contracts

Capitalization of USFloral and Ownership of USFloral Stock. The authorized capital stock of USFloral consists of 100,000,000 shares of USFloral Common Stock, of which 9,594,050 shares were outstanding on November 19, 1997. The authorized capital stock of Newco consists of 1,000 shares of common stock, of which 100 shares are outstanding. All of the issued and outstanding shares of Newco are owned beneficially, and of record by USFloral. All of the shares of USFloral Common Stock to be issued to the Stockholders in accordance herewith will be offered, issued, sold and delivered by USFloral in compliance with all applicable state and federal laws concerning the issuance of securities and none of such shares was or will be issued in violation of the preemptive rights of any stockholder of USFloral.

Capitalization of USFloral and Ownership of USFloral Stock. The authorized capital stock of USFloral consists of 100,000,000 shares of USFloral Common Stock, of which 9,594,050 12,924,193 shares were outstanding on November 19February 27, 19971998. The authorized capital stock of Newco consists of 1,000 shares of common stockCommon Stock, of which 100 shares are outstanding. All of the issued and outstanding shares of Newco are owned beneficially, and of record by USFloral. All of the shares of USFloral Common Stock to be issued to the Stockholders in accordance herewith will be offered, issued, sold and delivered by USFloral in compliance with all applicable state and federal laws concerning the issuance of securities and none of such shares was or will be issued in violation of the preemptive rights of any stockholder of USFloral.

Capitalization of USFloral and Ownership of USFloral Stock. The authorized capital stock of USFloral consists of 100,000,000 shares of USFloral Common Stock, of which 9,594,050 12,924,193 shares were outstanding on November 19March 18, 19971998. The authorized capital stock of Newco consists of 1,000 shares of common stockCommon Stock, of which 100 shares are outstanding. All of the issued and outstanding shares of Newco are owned beneficially, and of record by USFloral. All of the shares of USFloral Common Stock to be issued to the Stockholders in accordance herewith will be offered, issued, sold and delivered by USFloral in compliance with all applicable state and federal laws concerning the issuance of securities and none of such shares was or will be issued in violation of the preemptive rights of any stockholder of USFloral.

Capitalization of USFloral and Ownership of USFloral Stock. The authorized capital stock of USFloral consists of 100,000,000 shares of USFloral Common Stock, of which 9,594,050 shares were outstanding on November 19, 1997. The authorized capital stock of Newco consists of 1,000 shares of common stockCommon Stock, of which 100 shares are outstanding. All of the issued and outstanding shares of Newco are owned beneficially, and of record by USFloral. All of the shares of USFloral Common Stock to be issued to the Stockholders in accordance herewith will be offered, issued, sold and delivered by USFloral in compliance with all applicable state and federal laws concerning the issuance of securities and none of such shares was or will be issued in violation of the preemptive rights of any stockholder of USFloral.

Capitalization of USFloral and Ownership of USFloral Stock. The authorized capital stock of USFloral consists of 100,000,000 shares of USFloral Common Stock, of which 9,594,050 shares were outstanding on November 19, 1997. The authorized capital stock of each Newco consists of 1,000 shares of common stockCommon Stock, of which 100 shares are outstanding. All of the issued and outstanding shares of each Newco are owned beneficially, and of record by USFloral. All of the shares of USFloral Common Stock to be issued to the Stockholders Sellers in accordance herewith will be offered, issued, sold and delivered by USFloral in compliance with all applicable state and federal laws concerning the issuance of securities and none of such shares was or will be issued in violation of the preemptive rights of any stockholder of USFloral.

Capitalization of USFloral and Ownership of USFloral Stock. The authorized capital stock of USFloral consists of 100,000,000 shares of USFloral Common Stock, of which 9,594,050 12,924,193 shares were outstanding on November 19February 27, 19971998. The authorized capital stock of each Newco consists of 1,000 shares of common stockCommon Stock, of which 100 shares are outstanding. All of the issued and outstanding shares of each Newco are owned beneficially, and of record by USFloral. All of the shares of USFloral Common Stock to be issued to the Stockholders in accordance herewith will be offered, issued, sold and delivered by USFloral in compliance with all applicable state and federal laws concerning the issuance of securities and none of such shares was or will be issued in violation of the preemptive rights of any stockholder of USFloral.

Capitalization of USFloral and Ownership of USFloral Stock. The authorized capital stock of USFloral consists of 100,000,000 shares of USFloral Common Stock, of which 9,594,050 12,924,193 shares were outstanding on November 19February 27, 19971998. The authorized capital stock of Newco consists of 1,000 shares of common stockCommon Stock, of which 100 shares are outstanding. All of the issued and outstanding shares of Newco are owned beneficially, and of record record, by USFloral. All of the shares of USFloral Common Stock to be issued to the Stockholders in accordance herewith will be offered, issued, sold and delivered by USFloral in compliance with all applicable state and federal laws concerning the issuance of securities and none of such shares was or will be issued in violation of the preemptive rights of any stockholder of USFloral.

Capitalization of USFloral and Ownership of USFloral Stock. The authorized capital stock of USFloral consists of 100,000,000 shares of USFloral Common Stock, of which 9,594,050 shares were outstanding on November 19, 1997. The authorized capital stock of each Newco consists of 1,000 shares of common stockCommon Stock, of which each Newco has 100 shares are outstanding. All of the issued and outstanding shares of each Newco are owned beneficially, and of record by USFloral. All of the shares of USFloral Common Stock to be issued to the Stockholders Stockholder in accordance herewith will be offered, issued, sold and delivered by USFloral in compliance with all applicable state and federal laws concerning the issuance of securities and none of such shares was or will be issued in violation of the preemptive rights of any stockholder of USFloral.

Capitalization of USFloral and Ownership of USFloral Stock. The authorized capital stock of USFloral consists of 100,000,000 shares of USFloral Common Stock, of which 9,594,050 12,924,193 shares were outstanding on November 19February 27, 19971998. The authorized capital stock of Newco consists of 1,000 shares of common stockCommon Stock, of which 100 shares are outstanding. All of the issued and outstanding shares of Newco are owned beneficially, and of record by USFloral. All of the shares of USFloral Common Stock to be issued to the Stockholders in accordance herewith will be offered, issued, sold and delivered by USFloral in compliance with all applicable state and federal securities laws concerning the issuance of securities and none of such shares was or will be issued in violation of the preemptive rights of any stockholder of USFloral.

Capitalization of USFloral and Ownership of USFloral Stock. The authorized capital stock of USFloral consists of 100,000,000 shares of USFloral Common Stock, of which 9,594,050 shares were outstanding on November 19, 1997. The authorized capital stock of Newco consists of 1,000 shares of common stockCommon Stock, of which 100 shares are outstanding. All of the issued and outstanding shares of Newco are owned beneficially, and of record by USFloral. All of the shares of USFloral Common Stock to be issued to the Stockholders Stockholder in accordance herewith will be offered, issued, sold and delivered by USFloral in compliance with all applicable state and federal laws concerning the issuance of securities and none of such shares was or will be issued in violation of the preemptive rights of any stockholder of USFloral.