Common use of Capitalization; Ownership Clause in Contracts

Capitalization; Ownership. (a) The authorized capital ------------------------- stock of the Company consists of (x) 1,066,667 shares of Preferred Stock, of which 1,033,333 shares are issued and outstanding and each share of which is convertible into one share of Common Stock and (y) 2,162,667 shares of Common Stock, of which (i) 400,033 shares are issued and outstanding, (ii) 672,572 shares are reserved for issuance pursuant to outstanding Company Options issued pursuant to the Company's 1995 Stock Plan (the "Company Stock Plan"), (iii) ------------------ 44,228 shares are reserved for issuance upon the granting of additional options pursuant to the Company Stock Plan and (iv) no shares are reserved for issuance pursuant to the Convertible Notes. (b) Except for the Company Options, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Company is a party or obligating the Company to issue or sell any shares of capital stock of, or other equity interests in, the Company. Except for the Company Options, no other awards have been made pursuant to the Company Stock Plan. There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any of the capital stock of the Company or to provide funds to or make any material investment (in the form of a loan, capital contribution or otherwise) in any other entity. The Company is not a party to any agreement granting registration rights to any person with respect to any securities of the Company. All warrants issued pursuant to the Convertible Demand Note and Warrant Purchase Agreement dated as of October 10, 1996 among certain of the Stockholders and the Company (the "Company Warrants") ---------------- have been exercised pursuant to the cashless exercise provisions thereof and 20,833 Common Shares have been issued in satisfaction and cancellation of all such Company Warrants. (c) The Shares constitute all the issued and outstanding capital stock of the Company and are owned of record and beneficially solely by the Stockholders free and clear of all encumbrances. All of the Shares are fully paid and nonassessable. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Shares. (d) The stock register of the Company accurately records: (i) the name and address of each person owning Shares and (ii) the certificate number of each certificate evidencing Shares issued by the Company, the number of shares evidenced by each such certificate, the date of issuance thereof and, in the case of cancellation, the date of cancellation.

Capitalization; Ownership. (a) The authorized capital ------------------------- stock of the Company consists of (xi) 1,066,667 37,000,000 shares of Preferred Stock, Company Common Stock of which 1,033,333 shares 25,000,000 are issued class C-l Common Stock and outstanding and each share of which is convertible into one share of 12,000,000 are Class C-2 Common Stock and (yii) 2,162,667 7,000,000 shares of Common preferred stock, par value $0.0001 per share of the Company the “Company Preferred Stock”. As of the date of this Agreement, of which (i) 400,033 8,937,235 shares are of Class C-l Common Stock and 956,077 shares of Class C-2 Common Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to, or issued in violation of, any preemptive rights and (ii) 672,572 no shares are reserved for issuance pursuant to of Company Preferred Stock were issued or outstanding Company Options issued pursuant to the Company's 1995 Stock Plan (the "Company Stock Plan"), and (iii) ------------------ 44,228 822,500 shares of Common Stock are reserved for issuance upon held in treasury by the granting Company. A true, complete and accurate list of additional options pursuant to the holders of the capital stock of the Company Stock Plan and the number and classes of shares so held is set forth in Section 3.3(a) of the Company Disclosure Letter and except as listed in Section 3.3(a) of the Company Disclosure Letter, the Company has no other authorized, issued or outstanding shares of capital stock. Except as listed in Section 3.3(a) and (ivd) no shares are reserved for issuance pursuant to the Convertible Notes. (b) Except for of the Company OptionsDisclosure Letter, there are no existing options, warrants or other rights, agreementssubscriptions, arrangements warrants, unsatisfied preemptive rights, calls or commitments of any character relating to (c) the authorized and unissued capital stock or treasury stock of the Company or (d) any securities or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire from the Company any shares of capital stock of the Company. Except as set forth in Section 3.3(a) of the Company Disclosure Letter, there are no outstanding agreements to which the Company is a party respecting the voting, transferring or obligating holding of shares of the Company’s capital stock. (b) None of the Company or its Subsidiaries owns any equity interest in any Person except that the Persons listed in Section 3.4(b) of the Company Disclosure Letter are the wholly-owned, direct or indirect Subsidiaries of the Company. The authorized and issued shares of capital stock, or other comparable ownership interests, of each of the Subsidiaries is set forth in Section 3.3(b) of the Company Disclosure Letter. Except as listed in Section 3.3(b) of the Company Disclosure Letter, all issued and outstanding capital stock, or other comparable ownership interests, of each of the Company’s Subsidiaries is owned by the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, preemptive rights, limitations on voting rights, charges and other encumbrances of any nature whatsoever (collectively, “Liens”). Except as listed in Section 3.3(b) of the Company Disclosure Letter, there are no existing options, rights, subscriptions, warrants, unsatisfied preemptive rights, calls or commitments of any character relating to issue (i) the authorized and unissued capital stock or sell treasury stock (or other comparable ownership interests) of the Subsidiaries of the Company or (ii) any securities or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire from the Subsidiaries of the Company any shares of capital stock of, (or other equity interests in, the Companycomparable ownership interests) of such Subsidiary. Except for as set forth in Section 3.3(b) of the Company OptionsDisclosure Letter, no other awards have been made pursuant to the Company Stock Plan. There there are no outstanding contractual obligations of the Company agreements to repurchase, redeem or otherwise acquire any of the capital stock of which the Company or to provide funds to or make any material investment (in the form of a loan, capital contribution or otherwise) in any other entity. The Company its Subsidiaries is not a party to any agreement granting registration rights to any person with respect to any securities respecting the voting, transferring or holding of the Company. All warrants issued pursuant to the Convertible Demand Note and Warrant Purchase Agreement dated as shares of October 10, 1996 among certain of the Stockholders and the Company (the "Company Warrants") ---------------- have been exercised pursuant to the cashless exercise provisions thereof and 20,833 Common Shares have been issued in satisfaction and cancellation of all such Company WarrantsSubsidiary’s capital stock or other comparable ownership interests. (c) The Shares constitute all All of the issued outstanding shares of Company Common Stock are owned beneficially and outstanding capital stock of record by the Company Holders, and in the respective amounts, as set forth in Section 3.3(a) of the Company and Disclosure Letter, and, except as set forth in Section 3.3(c) of the Company Disclosure Letter are owned of record and beneficially solely by the Stockholders free and clear of all encumbrances. All of the Shares are fully paid and nonassessable. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the SharesLiens. (d) The stock register Section 3.3(d) of the Company accurately records: Disclosure Letter sets forth, as of the date of this Agreement, (iw) the name and address of each person owning Shares and persons to whom Company Stock Options have been granted, (iix) the certificate number date of each certificate evidencing Shares issued by grant for the Company, the number of shares evidenced company Stock Options held by each such certificateperson, (y) the exercise price for the Company Stock Options held by each such person and (z) whether such Company Stock Options (or Company Common Stock issued upon exercise of any Company Stock Options) are subject to vesting and, if subject to vesting, the date dates on which each of issuance thereof andthose Company Stock Options (or Company Common Stock issued upon exercise of any Company Stock Options) vest. Except as set forth in Section 2.2(a), in none of the case Company Stock Options (or Company Common Stock issued upon exercise of cancellation, any Common Stock Options) that are subject to vesting will vest as a result of the date consummation of cancellationthe Merger and the transactions contemplated by this Agreement.

Capitalization; Ownership. (a) The authorized capital ------------------------- stock of the Company consists of (x) 1,066,667 1,000,000 shares of Preferred Stock, Company Common Stock of which 1,033,333 10,000 shares are issued and outstanding and each share of which is convertible into one share of Common Stock and (y) 2,162,667 shares of Common Stock, of which (i) 400,033 shares are issued and outstanding, (ii) 672,572 shares are reserved for issuance pursuant to outstanding Company Options issued pursuant to the Company's 1995 Stock Plan (the "Company Stock PlanShares"), (iii) ------------------ 44,228 shares are reserved for issuance upon the granting of additional options pursuant to the Company Stock Plan and (iv) no shares are reserved for issuance pursuant to the Convertible Notes. (b) Except for the Company Options, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Company is a party or obligating the Company to issue or sell any shares of capital stock of, or other equity interests in, the Company. Except for the Company Options, no other awards have been made pursuant to the Company Stock Plan. There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any of the capital stock of the Company or to provide funds to or make any material investment (in the form of a loan, capital contribution or otherwise) in any other entity. The Company is not a party to any agreement granting registration rights to any person with respect to any securities Shares are all of the Company. All warrants issued pursuant to the Convertible Demand Note and Warrant Purchase Agreement dated as of October 10, 1996 among certain of the Stockholders and the Company (the "Company Warrants") ---------------- have been exercised pursuant to the cashless exercise provisions thereof and 20,833 Common Shares have been issued in satisfaction and cancellation of all such Company Warrants. (c) The Shares constitute all the issued and outstanding shares of capital stock of the Company and have been duly authorized and validly issued and are owned fully paid and nonassessable and free of record and beneficially solely by preemptive rights. There are not, as of the Stockholders date hereof, any outstanding or authorized subscriptions, options, warrants, calls, rights, commitments, or any other agreements of any character (any of the foregoing, a "Commitment") obligating the Company to issue any additional shares of capital stock of the Company, or any other securities convertible into or evidencing the right to subscribe for any shares of capital stock of the Company. The Company Stockholder owns the number of shares of Company Common Stock set forth on Schedule 3.2(a) attached hereto, free and clear of all encumbrancesLiens (as defined in Section 10.16). All The Company Stockholder has full legal right, power and authority to exchange, assign and transfer or cause to be exchanged, assigned or transferred his shares of Company Common Stock. The delivery to IES of the Company Shares pursuant to the terms of this Agreement will transfer valid title thereto, free and clear of all Liens. The Company Stockholder does not or will not have appraisal or similar rights as a result of the consummation of the transactions contemplated by this Agreement. (b) The authorized capital stock of each of the Subsidiaries consists of the number and type of shares of capital stock set forth on Schedule 3.2(b) (collectively, "Subsidiary Stock"). Schedule 3.2(b) also sets forth the number and type of shares of Subsidiary Stock which are issued and outstanding (collectively, "Subsidiary Shares"), the securities of any other corporation owned by the Company or any of the Subsidiaries, as well as the names of any joint venture, partnership or other noncorporate entity in which the Company or any of the Subsidiaries is a participant. The Subsidiary Shares are all of the issued and outstanding shares of capital stock of the Subsidiaries and are directly or ultimately owned by the Company, free and clear of any Liens, and have been duly authorized and validly issued and are fully paid and nonassessablenonassessable and free of preemptive rights. Also set forth on Schedule 3.2(b) is a listing of all names under which the Company and the Subsidiaries have done business, as well as the names of all predecessors of the Company and the Subsidiaries, including the names of any entities from whom the Company or the Subsidiaries previously acquired significant assets. There are are, as of the date hereof, no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of Commitments obligating any of the SharesSubsidiaries to issue any additional shares of capital stock of any such Subsidiaries, or any other securities convertible into or evidencing the right to subscribe for any shares of capital stock of any such Subsidiary. (d) The stock register of the Company accurately records: (i) the name and address of each person owning Shares and (ii) the certificate number of each certificate evidencing Shares issued by the Company, the number of shares evidenced by each such certificate, the date of issuance thereof and, in the case of cancellation, the date of cancellation.

Capitalization; Ownership. (a) The entire authorized capital ------------------------- stock of the Acquired Company consists of (x) 1,066,667 shares of Preferred Stock, of which 1,033,333 shares are issued and outstanding and each share of which is convertible into one share of Common Stock and (y) 2,162,667 1,000,000 shares of Common Stock, $0.10 par value. Exhibit ------- 3.3 contains a true, accurate and complete listing of which (i) 400,033 the total number --- of shares are issued of Common Stock of the Acquired Company outstanding. Exhibit ------- 3.3 also contains a true, accurate and outstandingcomplete listing of all the --- shareholders of the Acquired Company, (ii) 672,572 along with the number of shares are reserved for issuance pursuant to outstanding Company Options issued pursuant to the Companyowned by each shareholder and such shareholder's 1995 Stock Plan (the "Company Stock Plan"), (iii) ------------------ 44,228 shares are reserved for issuance upon the granting of additional options pursuant to the Company Stock Plan full name and (iv) no shares are reserved for issuance pursuant to the Convertible Notesmailing address. (b) Except for All of the Company Options, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Company is a party or obligating the Company to issue or sell any currently outstanding shares of capital stock of, or other equity interests in, the Company. Except for the Company Options, no other awards have been made pursuant to the Company Common Stock Plan. There are no outstanding contractual obligations of the Acquired Company to repurchaseare duly authorized, redeem or otherwise acquire any validly issued, fully paid and nonassessable. The Common Stock of the capital stock of the Company or to provide funds to or make any material investment (in the form of a loan, capital contribution or otherwise) in any other entity. The Acquired Company is not a party to any agreement granting registration rights to any person with respect to any securities subject to, and no shares of Common Stock of the Company. All warrants issued pursuant to the Convertible Demand Note and Warrant Purchase Agreement dated as of October 10, 1996 among certain of the Stockholders and the Acquired Company (the "Company Warrants") ---------------- have been exercised pursuant to the cashless exercise provisions thereof and 20,833 Common Shares have been issued in satisfaction and cancellation violation of, any preemptive rights or any right of all such Company Warrantsfirst refusal or other similar right in favor of any Person. (c) The Shares constitute all the issued Shareholders have good and outstanding capital stock of the Company and are owned of record and beneficially solely by the Stockholders marketable title to their shares, free and clear of all liens, encumbrances, claims and other charges of every kind. All The Shareholders have the full right to transfer their shares to Purchaser free and clear of all liens, encumbrances, claims and other charges of every kind and without violating any agreement or understanding to which the Acquired Company or the Shareholders or any of them are a party or by which they or any of them are bound. (d) Except as set forth on Exhibit 3.3, there are no outstanding ----------- options, warrants, calls, commitments or plans by the Acquired Company to issue any additional shares of its Common Stock, to pay any dividends on such shares or to purchase, redeem, or retire any outstanding shares of its Common Stock, nor are there outstanding any securities or obligations which are or may become convertible into or exchangeable for any shares of Common Stock of the Shares are fully paid and nonassessableAcquired Company. There are no voting trusts, stockholder agreements, proxies trusts or other agreements Contracts to which the Acquired Company or understandings in effect any of the Shareholders is a party or is bound with respect to the voting or transfer of any of the Shares. (d) The stock register Common Stock of the Company accurately records: (i) the name and address of each person owning Shares and (ii) the certificate number of each certificate evidencing Shares issued by the Acquired Company, the number of shares evidenced by each such certificate, the date of issuance thereof and, in the case of cancellation, the date of cancellation.