Common use of Capitalization; Title to Shares Clause in Contracts

Capitalization; Title to Shares. (a) As of the date hereof, the authorized Capital Stock of the Company consists of 100 shares of the Company Common Stock, par value $1.00 per share of which 100 shares are issued and outstanding. Immediately prior to the Contribution, the authorized Capital Stock of the Company shall consist of 56,629,700 shares of Company Common Stock, par value $1.00 per share, of which 100 shares will be issued and outstanding and 73,704 shares of Company Preferred Stock, par value $0.01 per share, of which zero shares will be issued and outstanding. All of the issued and outstanding shares of Capital Stock of the Company are owned by Seller, free and clear of all Liens, except for restrictions on transfer under applicable securities laws and have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth in Section 3.4 of the Seller Disclosure Letter, there are no outstanding options, warrants, rights to subscribe, preemptive rights, rights of first refusal, convertible or exchangeable securities or similar rights (other than this Agreement) pursuant to which the Company is obligated to issue or sell or any third party is entitled to purchase or otherwise acquire any Capital Stock of the Company. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to the Company. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of the Company. (b) Section 3.4 of the Seller Disclosure Letter sets forth the authorized and issued and outstanding Capital Stock of each Included Subsidiary, the holders thereof and the number of shares, interests, participations, rights or equivalents owned by each holder. Except as set forth on Section 3.4 of the Seller Disclosure Letter, all issued and outstanding Capital Stock of each Included Subsidiary is owned by the Company or an Included Subsidiary free and clear of any and all Liens, except for restrictions on transfer under applicable securities laws, and, if such Included Subsidiary is a corporation, have been validly issued and are fully paid and nonassessable. Except as set forth in Section 3.4 of the Seller Disclosure Letter, there are no outstanding options, warrants, rights to subscribe, preemptive rights, rights of first refusal, convertible or exchangeable securities or similar rights pursuant to which any Included Subsidiary is obligated to issue or sell or any third party is entitled to purchase or otherwise acquire any Capital Stock of any Included Subsidiary. Except as set forth on Section 3.4 of the Seller Disclosure Letter, neither the Company nor any Included Subsidiary has, directly or indirectly, any material interest in any other corporation, joint venture, partnership, limited liability company or other entity or rights to acquire any such interest.

Capitalization; Title to Shares. (a) As The authorized capital stock of the date hereof, the authorized Capital Stock of the Company Parent consists of 100 100,000,000 shares of the Company Parent Common Stock, par value $1.00 per share of which 100 shares are issued Stock and outstanding. Immediately prior to the Contribution, the authorized Capital Stock of the Company shall consist of 56,629,700 3,000,000 shares of Company Common Stockpreferred stock, par value $1.00 0.001 per share, of which 100 26,534,063 shares will be of Parent Common Stock and no shares of preferred stock were issued and outstanding and 73,704 shares as of Company Preferred StockSeptember 30, par value $0.01 per share, of which zero shares will be issued and outstanding1999. All of the issued and outstanding shares of Capital Parent Common Stock of the Company are owned by Sellervalidly issued, free and clear of all Liens, except for restrictions on transfer under applicable securities laws and have been duly authorized and validly issued and are fully paid and non-assessablenonassessable. Except pursuant to this Agreement and except as set forth disclosed in Parent SEC Reports (as defined in Section 3.4 4.7(a)) or issued pursuant to any of the Seller Disclosure LetterParent's stock option plans, there are no shares of capital stock of Parent authorized and there are no outstanding subscriptions, options, warrants, rights to subscribe, preemptive rights, rights of first refusal, stock-based or stock-related awards or convertible or exchangeable securities or similar rights (other than this Agreement) pursuant agreements to which the Company Parent is obligated to issue or sell or a party of any third party is entitled to purchase or otherwise acquire any Capital Stock of the Company. There are no outstanding or authorized stock appreciation, phantom stock, profit participationcharacter relating to, or similar rights with respect obligating Parent to the Companyissue, grant, award, transfer or sell, any issued or unissued shares of Parent's capital stock or other securities of Parent. There Except as disclosed in Parent SEC Reports, there are no voting trusts, proxies, proxies or other agreements or understandings to which Parent is a party with respect to the voting of the capital stock of Parent. Parent has full corporate power and authority to deliver Parent Common Stock to the CompanySeller pursuant to the Sale and to transfer to the Seller good and valid title to the Parent Common Stock. (b) Section 3.4 Parent is the sole member of the Seller Disclosure Letter sets forth the authorized and issued and outstanding Capital Stock of each Included Subsidiary, the holders thereof and the number of shares, interests, participations, rights or equivalents owned by each holderAcquisition Sub. Except as set forth on Section 3.4 of the Seller Disclosure Letter, all issued and outstanding Capital Stock of each Included Subsidiary is owned by the Company or an Included Subsidiary free and clear of any and all Liens, except for restrictions on transfer under applicable securities laws, and, if such Included Subsidiary is a corporation, have been validly issued and are fully paid and nonassessable. Except as set forth in Section 3.4 of the Seller Disclosure Letter, there There are no outstanding options, warrants, or other convertible or exchangeable securities, subscriptions, rights to subscribe(including, without limitation, preemptive rights), rights related awards or other contracts, agreements or arrangements (or Commitments with respect to issuance of first refusal, convertible or exchangeable securities or similar rights pursuant any of the foregoing) to which Acquisition Sub is a party or by which Acquisition Sub may be bound of any Included Subsidiary is obligated character relating, or obligating Acquisition Sub, to issue issue, grant, award, transfer or sell or any third party is entitled to purchase or otherwise acquire any Capital Stock of any Included Subsidiary. Except as set forth on Section 3.4 of the Seller Disclosure Letter, neither the Company nor any Included Subsidiary has, directly or indirectly, any material membership interest in any other corporation, joint venture, partnership, limited liability company or other entity or rights to acquire any such interestAcquisition Sub capital stock.

Capitalization; Title to Shares. (a) As Seller is the lawful record and beneficial owner of the date hereofSecurities and has good, valid and marketable title to the authorized Capital Stock Securities free and clear of any Liens (other than Permitted Liens). Other than this Agreement, there are no Contracts that require Seller to sell, transfer or otherwise dispose of any of the Company consists of 100 shares of Securities. Seller has the Company Common Stockexclusive right to sell the Securities, par value $1.00 per share of which 100 shares and Seller is not a party to nor bound by, and the Securities are issued and outstanding. Immediately prior not subject to, any Contract affecting or relating to the ContributionSecurities (other than Organizational Documents of Seller and the Company). At the Closing, good and valid title to the Securities will pass to Buyer free and clear of any Liens (other than Permitted Liens). (b) Schedule 3.5(b) of Seller Disclosure Schedules sets forth the entire authorized Capital Stock Equity Securities of the each Acquired Company shall consist of 56,629,700 shares of Company Common Stock, par value $1.00 per share, of which 100 shares will be issued and outstanding a complete and 73,704 shares of Company Preferred Stock, par value $0.01 per share, of which zero shares will be issued and outstanding. All correct list of the issued and outstanding shares Equity Securities of Capital Stock each Acquired Company, including the name of the record owner thereof and the number of Equity Securities held thereby. All of the outstanding Equity Securities of each Acquired Company are owned by Seller, free and clear of all Liens, except for restrictions on transfer under applicable securities laws and have been duly authorized and validly issued and and, if applicable, are fully paid and non-assessable. Except as set forth in Section 3.4 of on Schedule 3.5(b), the Seller Disclosure Letter, there are no Company has not granted any outstanding options, warrants, rights to subscribeor other securities convertible into, preemptive rights, rights of first refusal, convertible or exchangeable securities or similar rights exercisable for, its Equity Securities, and there are no (other than this Agreementi) pursuant to Contracts which obligate the Company is obligated to issue or sell or any third party is entitled to purchase purchase, redeem or otherwise acquire any Capital Stock of the Company. There are no its outstanding or authorized stock appreciationEquity Securities, (ii) share appreciation rights, phantom stock, profit participation, equity or similar rights with respect plans to the Company. There which any Acquired Company is a party or its assets are no otherwise bound or (iii) voting trusts, proxies, or other agreements or understandings similar Contracts to which any Acquired Company is a party with respect to the voting of the capital stock Equity Securities of the Company. (b) Section 3.4 of the Seller Disclosure Letter sets forth the authorized and issued and outstanding Capital Stock of each Included Subsidiary, the holders thereof and the number of shares, interests, participations, rights or equivalents owned by each holder. Except as set forth on Section 3.4 Schedule 3.5(b), neither Seller nor any Acquired Company has any Subsidiaries or Equity Securities in any Person. (c) Except with respect to the Organizational Documents of the Seller Disclosure Letter, all issued and outstanding Capital Stock of each Included Subsidiary is owned by the Company Acquired Companies or an Included Subsidiary free and clear of any and all Liens, except for restrictions on transfer under applicable securities laws, and, if such Included Subsidiary is a corporation, have been validly issued and are fully paid and nonassessable. Except as set forth in Section 3.4 of the Seller Disclosure Letter, there are no outstanding options, warrants, rights to subscribe, preemptive rights, rights of first refusal, convertible or exchangeable securities or similar rights pursuant to which any Included Subsidiary is obligated to issue or sell or any third party is entitled to purchase or otherwise acquire any Capital Stock of any Included Subsidiary. Except as set forth on Section 3.4 Schedule 3.5(c) of the Seller Disclosure LetterSchedules, neither no Acquired Company is party to any Contract with respect to the Company nor sale, voting or transfer of any Included Subsidiary has, directly of its Equity Securities (whether outstanding or indirectly, any material interest in any other corporation, joint venture, partnership, limited liability company issuable upon conversion or other entity or rights to acquire any such interestexercise of outstanding securities).

Capitalization; Title to Shares. (a) As The authorized capital stock of the date hereof, the authorized Capital Stock Company C consists solely of the Company consists of 100 1,000 shares of the Company C Common Stock, par value $1.00 per share of which 100 500 shares are issued and outstanding. Immediately prior to the Contribution, and the authorized Capital Stock capital stock of the Company shall consist S consists solely of 56,629,700 1,000 shares of Company S Common Stock, par value $1.00 per share, Stock of which 100 400 shares will be are outstanding. The Companies have no other classes of capital stock authorized, issued or outstanding. The full name and outstanding address of each Seller, and 73,704 the number of shares of Company Preferred StockC Common Stock and Company S Common Stock owned by each Seller, par value $0.01 per share, of which zero shares will be issued and outstandingare set forth on Schedule 3.3. All of the issued and outstanding shares of Capital Company C Common Stock of the and Company S Common Stock are validly issued, fully paid and nonassessable and are owned by Seller, the Sellers as set forth on Schedule 3.3 free and clear of all Liensany lien, except for restrictions on transfer under applicable securities laws and have been duly authorized and validly issued and are fully paid and non-assessablepledge, charge, assessment, security interest, mortgage, claim, option, easement, imperfection of title, tenancy or other legal or equitable right of others, or other encumbrance of any character whatsoever (including, without limitation, any right of first refusal upon sale) (each an "Encumbrance"). Except as set forth in Section 3.4 on Schedule 3.3, there are no shares of the Seller Disclosure Lettercapital stock of either Company authorized, issued or outstanding, and there are no outstanding options, warrants, or other securities convertible into or exchangeable for shares of Company C Common Stock, Company S Common Stock or other capital stock of either Company, subscriptions, rights to subscribe(including, without limitation, preemptive rights), rights of first refusalstock-based or stock-related awards or other contracts, convertible agreements or exchangeable securities arrangements (or similar rights Commitments (other than this Agreementas defined in Section 3.7(a)) pursuant to which the Company is obligated to issue or sell or any third party is entitled to purchase or otherwise acquire any Capital Stock of the Company. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to issuance or grant of any of the foregoing) to which either Company or Seller is a party or by which either Company or Seller may be bound of any character relating to, or obligating either Company or Seller to issue, grant, award, transfer or sell, or based on the value of, any issued or unissued shares of either Company's capital stock or other securities of either Company. There are no voting trusts, proxies, proxies or other agreements or understandings to which either Company or Seller is a party with respect to the voting of the capital stock of the either Company. (b) Section 3.4 of the Seller Disclosure Letter sets forth the authorized and issued and outstanding Capital Stock of each Included Subsidiary, the holders thereof and the number of shares, interests, participations, rights or equivalents owned by each holder. Except as set forth on Section 3.4 of the Seller Disclosure Letter, all issued and outstanding Capital Stock of each Included Subsidiary is owned by the Company or an Included Subsidiary free and clear of any and all Liens, except for restrictions on transfer under applicable securities laws, and, if such Included Subsidiary is a corporation, have been validly issued and are fully paid and nonassessable. Except as set forth in Section 3.4 of the Seller Disclosure Letter, there are no outstanding options, warrants, rights to subscribe, preemptive rights, rights of first refusal, convertible or exchangeable securities or similar rights pursuant to which any Included Subsidiary is obligated to issue or sell or any third party is entitled to purchase or otherwise acquire any Capital Stock of any Included Subsidiary. Except as set forth on Section 3.4 of the Seller Disclosure Letter, neither the Company nor any Included Subsidiary has, directly or indirectly, any material interest in any other corporation, joint venture, partnership, limited liability company or other entity or rights to acquire any such interest.

Capitalization; Title to Shares. (a) The Company’s authorized capital stock consists solely of One Million (1,000,000) shares of Company Common Stock. As of the date hereof, the authorized Capital Stock of the Company consists of 100 Two Thousand (2,000) shares of the Company Common Stock, par value $1.00 per share of which 100 shares Stock are issued and outstanding and there are no Company Stock Options (as defined below) issued and outstanding. Immediately prior to Shareholders are as of the Contributiondate hereof, and will be as of the Effective Date, the authorized Capital Stock record and beneficial owners, free and clear of the Company shall consist any Liens (as hereinafter defined) of 56,629,700 shares of Company Common Stock, par value $1.00 per share, of which 100 shares will be issued and outstanding and 73,704 shares of Company Preferred Stock, par value $0.01 per share, of which zero shares will be issued and outstanding. All all of the issued and outstanding shares of Capital Company Common Stock. All outstanding shares of Company Common Stock of are and will on the Company are owned by SellerClosing Date be validly issued, free and clear of all Liens, except for restrictions on transfer under applicable securities laws and have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth in Section 3.4 . (a) is a true and complete list of the Seller Disclosure Letternumber of shares of Company Common Stock owned by each Shareholder. Company owns of record and beneficially, there free and clear of any Liens, all of the issued and outstanding membership interests of Company Subsidiary, and will own the same, of record and beneficially, immediately prior to the Closing. (b) There are no outstanding subscriptions, options, warrants, rights to subscribe, preemptive rights, rights of first refusalwarrants or other commitments, convertible agreements or exchangeable securities understandings entitling any person or similar rights (other than this Agreement) pursuant to which the Company is obligated to issue or sell or any third party is entitled entity to purchase or otherwise subscribe for or acquire any Capital shares of capital stock of the Company or the Company Subsidiary or any security convertible into or exchangeable for shares of capital stock of the Company or the Company Subsidiary, nor is there presently outstanding any security convertible into or exchangeable for shares of capital stock of the Company or the Company Subsidiary, nor has the Company or any Shareholder entered into any agreement with respect to any of the foregoing (collectively, the “Company Stock Options”). The Company has no obligation to repurchase, redeem or otherwise acquire any shares of capital stock of or other equity or voting interests in, the Company. There are no outstanding irrevocable proxies and no voting agreements to which the Company or authorized stock appreciation, phantom stock, profit participation, or similar rights any Shareholder is a party with respect to the Company. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting any shares of the capital stock or other voting securities of the Company. (b) Section 3.4 of the Seller Disclosure Letter sets forth the authorized and issued and outstanding Capital Stock of each Included Subsidiary, the holders thereof and the number of shares, interests, participations, rights or equivalents owned by each holder. Except as set forth on Section 3.4 of the Seller Disclosure Letter, all issued and outstanding Capital Stock of each Included Subsidiary is owned by the Company or an Included Subsidiary free and clear of any and all Liens, except for restrictions on transfer under applicable securities laws, and, if such Included Subsidiary is a corporation, have been validly issued and are fully paid and nonassessable. Except as set forth in Section 3.4 of the Seller Disclosure Letter, there are no outstanding options, warrants, rights to subscribe, preemptive rights, rights of first refusal, convertible or exchangeable securities or similar rights pursuant to which any Included Subsidiary is obligated to issue or sell or any third party is entitled to purchase or otherwise acquire any Capital Stock of any Included Subsidiary. Except as set forth on Section 3.4 of the Seller Disclosure Letter, neither the Company nor any Included Subsidiary has, directly or indirectly, any material interest in any other corporation, joint venture, partnership, limited liability company or other entity or rights to acquire any such interest.

Capitalization; Title to Shares. (a) As The authorized capital stock of the date hereof, the authorized Capital Stock of the Company EDT consists of 100 40,000,000 shares of the Company Common Stockcommon stock, par value $1.00 0.001 per share ("COMMON STOCK") and 10,000,000 shares of which 100 preferred stock, $0.01 par value ("PREFERRED STOCK"). As of March 31, 2001 (i) 10,572,548 shares are of Common Stock were issued and outstanding. Immediately prior to the Contribution, the authorized Capital Stock of the Company shall consist of 56,629,700 (ii) no shares of Company Common Stock, par value $1.00 per share, of which 100 shares will be issued and outstanding and 73,704 shares of Company Preferred Stock, par value $0.01 per share, of which zero shares will be Stock were issued and outstanding, (iii) 1,149,116 shares of Common Stock were issued and held in the treasury of EDT, (iv) a total of 2,000,000 (or 3,500,000 if approved by the EDT stockholders as a part of the annual meeting) shares of Common Stock were reserved for issuance pursuant to the EDT 1997 Stock Compensation Plan, (v) 1,283,525 shares of Common Stock were reserved for issuance pursuant to warrants. All of the issued and outstanding shares of Capital EDT Stock of the Company are owned by Sellerduly authorized, free and clear of all Liens, except for restrictions on transfer under applicable securities laws and have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth assessable and were issued in Section 3.4 accordance with the registration or qualification provisions of the Seller Disclosure LetterSecurities Act, there and of any relevant state securities laws or pursuant to valid exemptions therefrom. There are no other outstanding options, warrants, rights to subscribe, (including conversion or preemptive rights, rights and rights of first refusal), convertible proxy or exchangeable securities stockholder agreements, or similar rights (other than this Agreement) agreements of any kind for the purchase or acquisition from EDT of any of its securities. All shares of EDT Stock presently outstanding are, and all Shares which may be issued pursuant to which the Company is obligated to issue or sell or any third party is entitled to purchase or otherwise acquire any Capital exercise of outstanding options under the EDT 1997 Stock of Compensation Plan, when issued in accordance with the Company. There are no outstanding or authorized stock appreciationterms thereof will be, phantom stock, profit participation, or similar rights with respect to the Company. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of the Company. (b) Section 3.4 of the Seller Disclosure Letter sets forth the validly authorized and issued and outstanding Capital Stock of each Included Subsidiary, the holders thereof and the number of shares, interests, participations, rights or equivalents owned by each holder. Except as set forth on Section 3.4 of the Seller Disclosure Letter, all issued and outstanding Capital Stock of each Included Subsidiary is owned by the Company or an Included Subsidiary free and clear of any and all Liens, except for restrictions on transfer under applicable securities laws, and, if such Included Subsidiary is a corporation, have been validly issued and are fully paid and nonassessable. Except as Since the EDT Financials Date, EDT has not redeemed or purchased any shares of EDT Stock, or declared, set forth in Section 3.4 of the Seller Disclosure Letteraside, there are no outstanding options, warrants, rights to subscribe, preemptive rights, rights of first refusal, convertible or exchangeable securities or similar rights pursuant to which paid any Included Subsidiary is obligated to issue or sell or any third party is entitled to purchase or otherwise acquire any Capital Stock of any Included Subsidiary. Except as set forth on Section 3.4 of the Seller Disclosure Letter, neither the Company nor any Included Subsidiary has, directly or indirectly, any material interest in any other corporation, joint venture, partnership, limited liability company dividend or other entity or rights to acquire any such interestdistribution in respect of EDT Stock.

Capitalization; Title to Shares. (a) As of the date hereof, the authorized Capital Stock of the Company consists of 100 shares of the Company Common Stock, par value $1.00 per share of which 100 shares are issued and outstanding. Immediately prior to the Contribution, the authorized Capital Stock of the Company shall consist of 56,629,700 shares of Company Common Stock, par value $1.00 per share, of which 100 shares will be issued and outstanding and 73,704 shares of Company Preferred Stock, par value $0.01 per share, of which zero shares will be issued and outstanding. All of the issued and outstanding shares of Capital Stock of the Company are owned by Seller, free and clear of all Liens, except for restrictions on transfer under applicable securities laws and have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth in Section 3.4 of the Seller Disclosure Letter, there are no outstanding options, warrants, rights to subscribe, preemptive rights, rights of first refusal, convertible or exchangeable securities or similar rights (other than this Agreement) pursuant to which the Company is obligated to issue or sell or any third party is entitled to purchase or otherwise acquire any Capital Stock of the Company. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to the Company. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of the Company. (b) Section 3.4 of the Seller Disclosure Letter sets forth the authorized and issued and outstanding Capital Stock of each Included Subsidiary, the holders thereof and the number of shares, interests, participations, rights or equivalents owned by each holder. Except as set forth on Section 3.4 of the Seller Disclosure Letter, all issued and outstanding Capital Stock of each Included Subsidiary is owned by the Company or an Included Subsidiary free and clear of any and all Liens, except for restrictions on transfer under applicable securities laws, and, if such Included Subsidiary is a corporation, have been validly issued and are fully paid and nonassessable. Except as set forth in Section 3.4 of the Seller Disclosure Letter, there are no outstanding options, warrants, rights to subscribe, preemptive rights, rights of first refusal, convertible or exchangeable securities or similar rights pursuant to which any Included Subsidiary is obligated to issue or sell or any third party is entitled to purchase or otherwise acquire any Capital Stock of any Included Subsidiary. Except as set forth on Section 3.4 of the Seller Disclosure Letter, neither the Company nor any Included Subsidiary has, directly or indirectly, any material interest in any other corporation, joint venture, partnership, limited liability company or other entity or rights to acquire any such interest.

Capitalization; Title to Shares. (a) As The authorized, issued and outstanding Equity Interests of the Company and its Subsidiaries as of the date hereofof this Agreement are set forth on Section 3.2(a)(i) of the Disclosure Schedule, and except as set forth on Section 3.2(a)(i) of the authorized Capital Stock Disclosure Schedule, as of the date of this Agreement, no other Equity Interests or debt securities of the Company consists or any of 100 shares of the Company Common Stockits Subsidiaries are authorized, par value $1.00 per share of which 100 shares are issued and or outstanding. Immediately prior to the Contribution, the authorized Capital Stock of the Company shall consist of 56,629,700 shares of Company Common Stock, par value $1.00 per share, of which 100 shares will be issued and outstanding and 73,704 shares of Company Preferred Stock, par value $0.01 per share, of which zero shares will be issued and outstanding. . (b) All of the issued and outstanding shares of Capital Stock Equity Interests of the Company and its Subsidiaries are owned by Sellerduly authorized, free and clear of all Liensvalidly issued, except for restrictions on transfer under applicable securities laws and have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth in Section 3.4 of the Seller Disclosure Letter, there are no outstanding options, warrants, rights to subscribe, preemptive rights, rights of first refusal, convertible or exchangeable securities or similar rights (other than this Agreement) pursuant to which the Company is obligated to issue or sell or any third party is entitled to purchase or otherwise acquire any Capital Stock of the Company. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to the Company. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of the Company. (b) Section 3.4 of the Seller Disclosure Letter sets forth the authorized and issued and outstanding Capital Stock of each Included Subsidiary, the holders thereof and the number of shares, interests, participations, rights or equivalents owned by each holder. Except as set forth on Section 3.4 of the Seller Disclosure Letter, all issued and outstanding Capital Stock of each Included Subsidiary is owned by the Company or an Included Subsidiary free and clear of any and all Liens, except for restrictions on transfer under applicable securities laws, and, if such Included Subsidiary is a corporation, have been validly issued and are fully paid and nonassessable. Except as set forth in on Section 3.4 3.2(b) of the Seller Disclosure LetterSchedule, there are no outstanding equity appreciation rights, profit participation or other similar rights with respect to Equity Interests of the Company or any of its Subsidiaries. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Equity Interests of the Company or the applicable Subsidiary. The Equity Interests of the Company and its Subsidiaries were issued in compliance with applicable Law and were not issued in violation of any preemptive right, subscription right or right of first refusal. (c) Except as set forth on Section 3.2(c) of the Disclosure Schedule, (i) none of the Company or any of its Subsidiaries is a party to any Contract and there are no outstanding options, warrants, rights to subscribe, preemptive rights, rights of first refusalcalls, convertible securities, or exchangeable securities other obligations, relating to the voting of, or similar rights pursuant requiring the issuance, transfer, repurchase, redemption or sale of, any Equity Interests of the Company or the applicable Subsidiary, (ii) there are no voting trusts, stockholder agreements, proxies, or other Contracts or understandings in effect with respect to which the voting or transfer of any Included Subsidiary is obligated to issue or sell of the Company or any third party Subsidiary Equity Interest, and (iii) there are no accrued and unpaid dividends with respect to any outstanding Equity Interests of the Company or any of its Subsidiaries. (d) Seller is entitled the sole record and beneficial owner of the Shares, free and clear of all Liens (other than Permitted Liens). Seller has good and marketable title to purchase or otherwise the Shares and has the power and authority to sell, transfer, assign and deliver the Shares to Buyer upon the terms and subject to the conditions set forth in this Agreement. Upon Seller’s receipt of the Estimated Purchase Price, Buyer will acquire any Capital Stock good and valid title to all of the Shares, free and clear of any Included Subsidiary. Lien (other than restrictions on transfer imposed under applicable securities Laws). (e) Except as set forth on Section 3.4 3.2(e) of the Seller Disclosure LetterSchedule, neither the Company nor any Included Subsidiary hasof its Subsidiaries, directly or indirectlyindirectly own, or have any interest in or right to acquire, any material interest in Equity Interests of any other corporationPerson. Neither the Company nor any of its Subsidiaries, joint venture, partnership, limited liability company directly or indirectly control (as such term is defined in the definition of “Affiliate”) any other entity Person other than the Persons listed on Section 3.2(e) of the Disclosure Schedule which sets forth each Subsidiary of the Company and such Subsidiary’s jurisdiction of organization or rights to acquire any such interestformation and ownership structure.

Capitalization; Title to Shares. (a) As of the date hereof, the The authorized Capital Stock capital stock of the Company consists of 100 1,000 shares of the Company Common Stock, par value $1.00 per share of which 100 1,000 shares are issued and outstanding. Immediately prior to the Contribution, the authorized Capital Stock of the Company shall consist of 56,629,700 shares of Company Common Stock, par value $1.00 per share, of which 100 shares will be issued and outstanding and 73,704 shares owned of Company Preferred Stockrecord and beneficially by the Seller. Except as set forth on Schedule 3.03(a), par value $0.01 per share, of which zero shares will be issued and outstanding. All of all the issued and outstanding shares of Capital Common Stock of the Company are validly issued, fully paid and nonassessable and are owned by Seller, free and clear of all Liens, except for restrictions on transfer under applicable securities laws and have been duly authorized and validly issued and are fully paid and non-assessableEncumbrances. Except for this Agreement and except as set forth in Section 3.4 of the Seller Disclosure Letteron Schedule 3.03(a), there are no shares of capital stock of the Company authorized, issued or outstanding, and there are no outstanding subscriptions, options, warrants, rights to subscribe, preemptive rights, rights of first refusal, stock-based or stock-related awards or convertible or exchangeable securities or similar rights (other than this Agreement) pursuant Commitments to which the Company or the Seller is obligated a party or by which the Company or the Seller may be bound of any character relating to, or obligating the Company or the Seller to issue issue, grant, award, transfer or sell sell, any issued or any third party is entitled to purchase or otherwise acquire any Capital Stock unissued shares of the Company. There are no outstanding 's capital stock or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to other securities of the Company. There are no voting trusts, proxies, proxies or other agreements or understandings to which the Company or the Seller is a party with respect to the voting of the capital stock of the Company. (b) The Seller has full individual power and authority to deliver the Redeemed Shares to the Company pursuant to Section 3.4 of the Seller Disclosure Letter sets forth the authorized and issued and outstanding Capital Stock of each Included Subsidiary, the holders thereof 2.02(a) and the number of sharesTransferred Shares to the Purchaser pursuant to Section 2.02(b), interests, participations, rights or equivalents owned by each holder. Except as set forth on Section 3.4 of the Seller Disclosure Letter, all issued and outstanding Capital Stock of each Included Subsidiary is owned by to transfer to the Company or an Included Subsidiary the Purchaser, as applicable, upon the Closing, good and valid title to such Redeemed Shares or Transferred Shares, as applicable, free and clear of any and all LiensEncumbrances, except for restrictions on transfer under applicable securities laws, and, if such Included Subsidiary is a corporation, have been validly issued and are fully paid and nonassessable. Except as set forth in Section 3.4 without obtaining the consent or approval of the Seller Disclosure Letter, there are no outstanding options, warrants, rights to subscribe, preemptive rights, rights of first refusal, convertible or exchangeable securities or similar rights pursuant to which any Included Subsidiary is obligated to issue or sell or any third party and such Redeemed Shares and Transferred Shares are without restriction on the right of transfer thereof. Upon such Seller's delivery of such Redeemed Shares and Transferred Shares at the Closing, the Company or the Purchaser, as applicable, will acquire good and valid title to such Redeemed Shares or Transferred Shares, as applicable, free and clear of all Encumbrances. The Seller is entitled to purchase or otherwise acquire any Capital Stock not a "foreign person" within the meaning of any Included SubsidiaryTreasury Regulation ss. Except as set forth on Section 3.4 of 1.1445-2(b)(2)(i) and the Seller Disclosure Letter, neither will furnish the Company nor any Included Subsidiary has, directly or indirectly, any material interest Purchaser at Closing an affidavit described in any other corporation, joint venture, partnership, limited liability company or other entity or rights to acquire any such interestTreasury Regulation ss. 1.1445-2(b)(2)(iii).

Capitalization; Title to Shares. (ai) As of the date hereof, the entire authorized Capital Stock capital stock of the Company consists of 100 50,000,000 shares of the Company Common Stockcommon stock, par value $1.00 .01 per share share, of which 100 15,795,852 shares are issued and outstanding. Immediately prior to the Contribution, the authorized Capital Stock of the Company shall consist of 56,629,700 and 1,000,000 shares of Company Common Stockpreferred stock, par value $1.00 .01 per share, of which 100 no shares will be are issued and outstanding and 73,704 shares or reserved for issuance. As of the date hereof, the number of Company Preferred StockShares outstanding on a fully-diluted basis, par value $0.01 per shareassuming the exercise of all outstanding and vested and unvested options, of which zero shares will be issued warrants and outstandingother rights to purchase securities, other than the Eagle Trust Options, is 16,787,301 shares. All As of the date hereof, options (including Eagle Trust Options) to purchase an aggregate of 1,126,524 Company Shares were outstanding and the exercise price and vesting schedule for each such options is as set forth in Schedule 5.1(b)(i). ------------------ (ii) As of the date hereof, no bonds, debentures, notes or other indebtedness of the Company having the right to vote on any matters on which stockholders may vote ("Company Voting Debt") are issued or ------------------- outstanding. (iii) All issued and outstanding shares of Capital Stock of the Company are owned by Seller, free and clear of all Liens, except for restrictions on transfer under applicable securities laws and Shares: (A) have been duly authorized and validly issued and issued; (B) are fully paid and non-assessablenonassessable; and (C) were issued in compliance with all applicable state and federal laws concerning the issuance of securities. Except Other than as set forth in Section 3.4 of the Seller Disclosure Letter, on Schedule 5.1(b)(iii) there are no outstanding options, -------------------- warrants, rights to subscribe, preemptive purchase rights, subscription rights, conversion or exchange rights of first refusal, convertible or exchangeable securities other contracts or similar rights (other than this Agreement) pursuant to which commitments that could require the Company is obligated to issue or issue, sell or otherwise cause to become outstanding any third party is entitled to purchase or otherwise acquire any Capital Stock of the Companyits capital stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to the Company. There Except as set forth in, or contemplated by, this Agreement, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of the Company. (biv) Section 3.4 of the Seller Disclosure Letter sets forth the authorized and issued and outstanding Capital Stock of each Included Subsidiary, the holders thereof and the number of shares, interests, participations, rights or equivalents owned by each holder. Except as set forth disclosed on Section 3.4 of the Seller Disclosure Letter, all issued and outstanding Capital Stock of each Included Subsidiary is owned by the Company or an Included Subsidiary free and clear of any and all Liens, except for restrictions on transfer under applicable securities laws, and, if such Included Subsidiary is a corporation, have been validly issued and are fully paid and nonassessable. Except as set forth in Section 3.4 of the Seller Disclosure LetterSchedule 5.1(b)(iv), there are no ------------------- outstanding optionscontractual obligations of the Company (A) restricting the transfer of, warrants(B) affecting the voting rights of, rights to subscribe(C) requiring the repurchase, preemptive rightsredemption or disposition of, rights or containing any right of first refusalrefusal with respect to, convertible (D) requiring the registration for sale of, or exchangeable securities (E) granting any preemptive or similar antidilutive rights pursuant to which with respect to, any Included Subsidiary is obligated to issue or sell of the Company Shares or any third party is entitled to purchase capital stock of, or otherwise acquire any Capital Stock of any Included Subsidiaryother equity interests in, the Company. Except as set forth on Section 3.4 There are no outstanding contractual obligations of the Seller Disclosure LetterCompany to provide funds to, neither or make any investment (in the Company nor any Included Subsidiary hasform of a loan, directly capital contribution or indirectlyotherwise) in, any material interest in any other corporation, joint venture, partnership, limited liability company or other entity or rights to acquire any such interestPerson. (v) The Company Shares constitute all of the issued and outstanding shares of capital stock of the Company.

Capitalization; Title to Shares. (a) As of the date hereof, the The authorized Capital Stock capital stock of the Company consists of 100 (i) 45,000,000 shares of the Company Common Stock, par value $1.00 0.001 per share (“Company Common Stock”), of which 100 15,328 shares are issued and outstanding. Immediately prior to the Contribution, the authorized Capital Stock outstanding as of the Company shall consist of 56,629,700 date hereof and (ii) 32,865,243 shares of Company Common Stock, par value $1.00 per share, of which 100 shares will be issued and outstanding and 73,704 shares of Company Preferred Stock, par value $0.01 0.001 per shareshare and designated as Series 1 Preferred Stock (“Preferred Stock”), of which zero 32,865,243 shares will be are issued and outstandingoutstanding on the date hereof. All of the issued and outstanding shares of Capital Company Common Stock of the Company are owned by Seller, free and clear of all Liens, except for restrictions on transfer under applicable securities laws and Preferred Stock have been duly authorized and validly issued and issued, are fully paid and nonnonassessable, and have been issued in compliance with applicable Legal Requirements. (b) The Seller has full legal and beneficial title to all of the outstanding shares of Preferred Stock and all of the Company Common Stock registered in its name in the Company’s records, free and clear of any third party rights, and is entitled to sell and transfer the full legal and beneficial ownership of such shares under the terms of this Agreement. None of the shares owned by the Seller are subject to any pledge or other Encumbrance or to any pre-assessable. emptive rights, or similar claim as of the date hereof and will not be subject to any pledge or other Encumbrance at the time of the Closing. (c) Except as set forth in Section 3.4 of the Seller Disclosure Letteron Schedule 3.3(c), there are no outstanding options, warrants, rights to subscribecalls, convertible securities, exchangeable securities, subscription rights, preemptive rights, demands, plans, puts, commitments, Contracts, Benefits Plan or other rights of first refusal, convertible or exchangeable securities or similar rights (other than this Agreement) pursuant to which the Company is obligated a party or by which it is bound obligating the Company to issue or sell any additional shares of its capital stock or any third party is entitled to purchase security exchangeable for or otherwise acquire convertible into any Capital Stock shares of the Company. There its capital stock, and there are no outstanding or authorized stock appreciation, phantom stock, profit participation, stock or other similar rights with respect to the Company. There Except as set forth on Schedule 3.3(c), neither Seller nor the Company is a party to, and there are no shareholder agreements, voting trusts, proxies, or other agreements similar Contracts or understandings with respect rights relating to the voting voting, ownership or transfer rights of the any capital stock of the Company. (bd) Section 3.4 No depository receipts are issued in relation to any of the Seller Disclosure Letter sets forth the authorized Preferred Shares or Common Shares. No legend or other reference to any purported Encumbrance appears upon any certificate representing any Preferred Shares or Common Shares. (e) The Company has no Subsidiaries and issued and outstanding Capital Stock of each Included Subsidiarydoes not own, the holders thereof and the number of sharesor have any Contract to acquire, interests, participations, rights any equity securities or equivalents owned by each holder. Except as set forth on Section 3.4 of the Seller Disclosure Letter, all issued and outstanding Capital Stock of each Included Subsidiary is owned by the Company or an Included Subsidiary free and clear other securities of any and all Liens, except for restrictions on transfer under applicable securities laws, and, if such Included Subsidiary is a corporation, have been validly issued and are fully paid and nonassessable. Except as set forth in Section 3.4 of the Seller Disclosure Letter, there are no outstanding options, warrants, rights to subscribe, preemptive rights, rights of first refusal, convertible or exchangeable securities or similar rights pursuant to which any Included Subsidiary is obligated to issue or sell Person or any third party is entitled to purchase direct or otherwise acquire any Capital Stock of any Included Subsidiary. Except as set forth on Section 3.4 of the Seller Disclosure Letter, neither the Company nor any Included Subsidiary has, directly indirect equity or indirectly, any material ownership interest in any other corporation, joint venture, partnership, limited liability company or other entity or rights to acquire any such interestbusiness.