Common use of Capitalization; Share Ownership Clause in Contracts

Capitalization; Share Ownership. The authorized capital stock of GSHS consists of 12,000 shares of $0.01 par value common stock, of which 12,000 shares are issued and outstanding. Upon completion of the amendment to the Certificate of Incorporation of GSHS and the issuance and sale of the New GSHS Shares, as provided by Section 6.14, the authorized capital stock of GSHS will consist of 15,000 shares of $0.01 common stock, of which 12,516.82 shares will be issued and outstanding. All outstanding shares of the capital stock of GSHS are, and upon the sale and issuance pursuant to Section 6.14 and the GPA Stock Exchange Agreement, respectively, the New GSHS Shares and the shares of common stock of GSHS to be issued pursuant to the GPA Stock Exchange Agreement will be, duly authorized, validly issued and fully paid, nonassessable and in no case issued in violation of any pre-emptive rights granted by GSHS. GSHS has no shares of its capital stock in its treasury. Except for this Agreement, the transactions contemplated by the GPA Stock Exchange Agreement and Section 6.14, and as set forth in Section 3.3 of the GSHS Disclosure Schedule, (i) there is no existing subscription, option, warrant, call, right, commitment or other agreement (whether pre-emptive or contractual) to which GSHS is a party requiring, and there are no convertible securities of GSHS outstanding which upon conversion would require, directly or indirectly, the issuance of any additional common stock of GSHS or other securities convertible into or exercisable or exchangeable for common stock of GSHS or any other equity security of GSHS, and (ii) there are no outstanding contractual obligations of GSHS to repurchase, redeem or otherwise acquire any outstanding capital stock of GSHS. There are no bonds, debentures, notes or other indebtedness issued and outstanding having the right to vote on any matters on which GSHS's stockholders may vote. There are no obligations, contingent or otherwise, of GSHS or any Subsidiary to (x) repurchase, redeem or otherwise acquire any outstanding capital stock of GSHS or the capital stock of, or other equity interests in, any Subsidiary or (y) except for guarantees of obligations of, or loans and advances to, GSHS or any Subsidiary, provide funds to, or make investments in, or provide any guarantee with respect to the obligations of any other person. The GSHS Shares sold pursuant to this Agreement have been duly authorized and validly issued, fully paid and nonassessable, will be delivered free and clear of all liens, charges and encumbrances of any kind or nature and will not be in violation of any pre-emptive rights. Except for the Old Shareholders' Agreement, GSHS has granted no person or entity any registration rights in respect of common stock of GSHS or securities convertible into or exercisable or exchangeable for common stock of GSHS. Each Seller is the sole record owner of the shares of GSHS listed beside such Seller's name in Section 3.3 of the GSHS Disclosure Schedule and, upon consummation of the transactions contemplated by Section 6.14, will be the sole record owner of the number of New GSHS Shares listed beside such Seller's name in Section 6.14. The Old Shareholders' Agreement is the only stockholder agreement, voting agreement, voting trust, proxy or other agreement to which GSHS is a party with respect to the voting or transfer of the common stock of GSHS.

Capitalization; Share Ownership. The authorized and outstanding capital stock of GSHS consists of 12,000 shares of $0.01 par value common stockshares, of which 12,000 shares are issued options and outstanding. Upon completion warrants of the amendment to the Certificate of Incorporation of GSHS Corporation and the issuance and sale each Subsidiary are listed in Section 3.3 of the New GSHS Shares, as provided by Section 6.14, the authorized capital stock of GSHS will consist of 15,000 shares of $0.01 common stock, of which 12,516.82 shares will be issued and outstandingCorporation Disclosure Schedule. All outstanding capital shares of the capital stock of GSHS areCorporation and each Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable, and upon the sale and issuance pursuant to Section 6.14 and the GPA Stock Exchange Agreement, respectively, the New GSHS Shares and the shares of common stock of GSHS to be issued pursuant to the GPA Stock Exchange Agreement will be, duly authorized, validly issued and fully paid, nonassessable and have in no case been issued in violation of any pre-emptive preemptive rights granted by GSHSthe Corporation or the applicable Subsidiary. GSHS has no All outstanding capital shares of its the Corporation or any Subsidiary were authorized, offered, issued and sold in accordance with applicable law. Neither the Corporation nor any Subsidiary has any capital stock shares in its treasury, other than shares which have been repurchased pursuant to a promissory note which is not yet fully paid. Except for this Agreement, the transactions contemplated by the GPA Stock Exchange Agreement and Section 6.14, and Excepting only as set forth in Section 3.3 of the GSHS Corporation Disclosure Schedule, (i) there is no existing subscription, option, warrant, call, right, commitment or other agreement (whether pre-emptive preemptive or contractual) to which GSHS the Corporation or any Subsidiary is a party requiring, and there are no convertible securities of GSHS the Corporation or any Subsidiary outstanding which upon conversion would require, directly or indirectly, the issuance of any additional common stock capital shares of GSHS the Corporation, a Subsidiary or other securities convertible into or exercisable or exchangeable for common stock capital shares of GSHS the Corporation, a Subsidiary, or any other equity security of GSHSthe Corporation or a Subsidiary, and (ii) there are no outstanding contractual obligations (contingent or otherwise) of GSHS the Corporation or any Subsidiary (i) to repurchase, redeem or otherwise acquire any outstanding capital stock shares of GSHS. There are no bonds, debentures, notes or other indebtedness issued and outstanding having the right to vote on any matters on which GSHS's stockholders may vote. There are no obligations, contingent or otherwise, of GSHS or any Subsidiary to (x) repurchase, redeem or otherwise acquire any outstanding capital stock of GSHS Corporation or the capital stock shares of, or other equity interests in, any Subsidiary Subsidiary, or (yii) except for guarantees of obligations of, or loans and advances to, GSHS the Corporation or any Subsidiary, provide funds to, or make investments in, or provide any guarantee with respect to the obligations of any other personPerson. There are no bonds, debentures, notes, lines of credit, letters of credit, or other indebtedness issued and outstanding having the right to vote on any matters on which the Corporation's shareholders may vote. The GSHS Corporation Shares to be sold pursuant to this Agreement have been duly authorized constitute all of the issued and validly issued, fully paid and nonassessable, will be delivered free and clear outstanding capital shares of all liens, charges and encumbrances of any kind or nature and will not be in violation of any pre-emptive rightsthe Corporation. Except for the Old Shareholders' Agreement, GSHS The Corporation has granted no person or entity Person any registration rights in respect of common stock capital shares of GSHS the Corporation or securities convertible into or exercisable or exchangeable for common stock capital shares of GSHSthe Corporation. Each Seller is the sole record owner of the shares of GSHS the Corporation listed beside such Seller's name in Section 3.3 of the GSHS Disclosure Schedule and, upon consummation of the transactions contemplated by Section 6.14, will be the sole record owner of the number of New GSHS Shares listed beside such Seller's name in Section 6.14. The Old Shareholders' Agreement is the only stockholder agreement, voting agreement, voting trust, proxy or other agreement to which GSHS is a party with respect to the voting or transfer of the common stock of GSHS.Exhibit A.

Capitalization; Share Ownership. The authorized capital stock of GSHS consists of 12,000 shares of $0.01 par value common stockissued shares, of which 12,000 shares are issued options and outstanding. Upon completion warrants of the amendment to the Certificate of Incorporation of GSHS Corporation and the issuance and sale each Subsidiary are listed in Section 3.3 of the New GSHS Shares, as provided by Section 6.14, the authorized capital stock of GSHS will consist of 15,000 shares of $0.01 common stock, of which 12,516.82 shares will be issued and outstandingCorporation Disclosure Schedule. All outstanding capital shares of the capital stock of GSHS areCorporation and each Subsidiary have been duly authorized and validly issued, and upon the sale and issuance pursuant to Section 6.14 and the GPA Stock Exchange Agreement, respectively, the New GSHS Shares and the shares of common stock of GSHS to be issued pursuant to the GPA Stock Exchange Agreement will be, duly authorized, validly issued and are fully paid, nonassessable and have in no case been issued in violation of any pre-emptive preemptive rights granted by GSHSthe Corporation or the applicable Subsidiary. GSHS has no All outstanding capital shares of its the Corporation or any Subsidiary were authorized, offered, issued and sold in accordance with applicable law. Neither the Corporation or any Subsidiary has any capital stock shares in its treasury, other than shares which have been repurchased pursuant to a promissory note that is not yet fully paid. Except for this Agreement, the transactions contemplated by the GPA Stock Exchange Agreement and Section 6.14, and as set forth in Section 3.3 of the GSHS Corporation Disclosure Schedule, (i) there is no existing subscription, option, warrant, call, right, commitment or other agreement (whether pre-emptive statutory or contractual) to which GSHS the Corporation or any Subsidiary is a party requiring, and there are no convertible securities of GSHS the Corporation or any Subsidiary outstanding which upon conversion would require, directly or indirectly, the issuance of any additional common stock capital shares of GSHS the Corporation, a Subsidiary or other securities convertible into or exercisable or exchangeable for common stock capital shares of GSHS the Corporation, a Subsidiary, or any other equity security of GSHSthe Corporation or a Subsidiary, and (ii) there are no outstanding contractual obligations (contingent or otherwise) of GSHS the Corporation or any Subsidiary (i) to repurchase, redeem or otherwise acquire any outstanding capital stock shares of GSHS. There are no bonds, debentures, notes or other indebtedness issued and outstanding having the right to vote on any matters on which GSHS's stockholders may vote. There are no obligations, contingent or otherwise, of GSHS or any Subsidiary to (x) repurchase, redeem or otherwise acquire any outstanding capital stock of GSHS Corporation or the capital stock shares of, or other equity interests in, any Subsidiary Subsidiary, or (yii) except for guarantees of obligations of, or loans and advances to, GSHS the Corporation or any Subsidiary, provide funds to, or make investments in, or provide any guarantee with respect to the obligations of of, any other personPerson. There are no bonds, debentures, notes, lines of credit, letters of credit, or other indebtedness issued and outstanding having the right to vote on any matters on which the Corporation's shareholders may vote. The GSHS Corporation Shares to be sold pursuant to this Agreement have been duly authorized and validly issued, fully paid and nonassessable, will be delivered free and clear constitute all of all liens, charges and encumbrances the issued shares of any kind or nature and will not be in violation of any pre-emptive rightsthe Corporation. Except for the Old Shareholders' Agreement, GSHS The Corporation has granted no person or entity Person any registration rights in respect of common stock capital shares of GSHS the corporation or securities convertible into or exercisable or exchangeable for common stock capital shares of GSHSthe Corporation. Each Seller is the sole record owner of the shares of GSHS the Corporation listed beside such Seller's name in Section 3.3 of the GSHS Disclosure Schedule and, upon consummation of the transactions contemplated by Section 6.14, will be the sole record owner of the number of New GSHS Shares listed beside such Seller's name in Section 6.14. The Old Shareholders' Agreement is the only stockholder agreement, voting agreement, voting trust, proxy or other agreement to which GSHS is a party with respect to the voting or transfer of the common stock of GSHS.EXHIBIT A.

Capitalization; Share Ownership. The authorized capital stock of GSHS consists of 12,000 shares of $0.01 par value common stock, of which 12,000 shares are issued and outstanding. Upon completion of the amendment to the Certificate of Incorporation of GSHS and the issuance and sale of the New GSHS Shares, as provided by Section 6.14, the authorized capital stock of GSHS will consist of 15,000 shares of $0.01 common stock, of which 12,516.82 shares will be issued and outstanding. All outstanding shares of the capital stock of GSHS are, and upon the sale and issuance pursuant to Section 6.14 and the GPA Stock Exchange Agreement, respectively, the New GSHS Shares and the shares of common stock of GSHS to be issued pursuant to the GPA Stock Exchange Agreement will be, duly authorized, validly issued and fully paid, nonassessable and in no case issued in violation of any pre-emptive rights granted by GSHS. GSHS has no shares of its capital stock in its treasury. Except for this AgreementAgreement (including but not limited to Section 6.14), the transactions contemplated by the GPA Stock Exchange Agreement and Section 6.14, and as set forth in Section 3.3 4.3 of the GSHS Seller Disclosure Schedule, (i) there is no existing subscription, option, warrant, call, right, commitment or other agreement (whether pre-emptive or contractual) to which GSHS such Seller is a party requiring, and there are no convertible securities of GSHS outstanding which upon conversion would require, directly or indirectly, the issuance of any additional shares of common stock of GSHS or other securities convertible into or exercisable or exchangeable for shares of common stock of GSHS or any other equity security of GSHS, and (ii) there are no outstanding contractual obligations of GSHS such Seller to repurchase, redeem or otherwise acquire any outstanding capital stock of GSHS. There are no bonds, debentures, notes or other indebtedness issued and outstanding having the right to vote on any matters on which GSHS's stockholders may vote. There are no obligations, contingent or otherwise, of GSHS or any Subsidiary to (x) repurchase, redeem or otherwise acquire any outstanding capital stock of GSHS or the capital stock of, or other equity interests in, any Subsidiary or (y) except for guarantees of obligations of, or loans and advances to, GSHS or any Subsidiary, provide funds to, or make investments in, or provide any guarantee with respect to the obligations of any other person. The GSHS Shares and the New GSHS Shares to be sold pursuant to this Agreement have been duly authorized and validly issued, fully paid and nonassessable, will be delivered free and clear of all liens, charges and encumbrances of any kind or nature and will not be in violation of any pre-emptive rights. Except for pursuant to the Old Shareholders' Agreement, GSHS has granted no person or entity any such Seller does not have registration rights in respect of common stock of the GSHS Shares or the New GSHS Shares or securities convertible into or exercisable or exchangeable for common stock of GSHSGSHS Shares or the New GSHS Shares. Each Such Seller is the sole record beneficial owner of the shares of GSHS listed beside such Seller's name in Section 3.3 4.3 of the GSHS Seller Disclosure Schedule and, upon consummation of the transactions contemplated provided by Section 6.14, will be the sole record beneficial owner of the number of New GSHS Shares listed beside such Seller's name in Section 6.14. The Old Shareholders' Agreement is the only stockholder agreement, voting agreement, voting trust, proxy or other agreement to which GSHS such Seller is a party with respect to the voting or transfer of the common stock of GSHSGSHS Shares.