Common use of Capitalization; Title to Shares Clause in Contracts

Capitalization; Title to Shares. (a) The authorized capital stock of the Company consists of (i) 4,000 shares of common stock, par value $0.01 per share, of which only the Shares are issued and outstanding and (ii) 250,000 shares of the Preferred Stock, of which (x) 71,945 shares were issued and outstanding as of September 30, 2013 (the “Preferred Shares”), (y) assuming that the Closing occurs on February 28, 2014, 75,457 shares will be issued and outstanding as of immediately prior to the Closing and (z) following the Preferred Redemption, zero will be issued and outstanding as of the Closing. The Shares and Preferred Shares were duly authorized for issuance and are validly issued, fully paid and non-assessable and were not issued in violation of any purchase or call option, right of first refusal, subscription right, preemptive right or any similar rights. All of the outstanding Shares and Preferred Shares are owned of record by the holders and in the respective amounts as set forth in Section 2.4(a) of the Seller Disclosure Letter. (b) Seller owns all of the Shares free and clear of any Liens. (c) Except as set forth in Section 2.4(a), there are outstanding (i) no other equity securities of the Company, (ii) no securities of the Company convertible into or exchangeable for equity securities of the Company, (iii) no options, warrants, calls, commitments, subscriptions or other rights to acquire from the Company and no obligations of the Company to issue, any equity securities or securities convertible into or exchangeable for equity securities of the Company, (iv) no equity appreciation, phantom equity, profit participation or similar rights with respect to any equity or voting interests in the Company, (v) no outstanding bonds, debentures, notes or other indebtedness the holders of which have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) with the holders of Shares, (vi) no Contracts to which the Company is a party or by which it is bound to repurchase, redeem or otherwise acquire any equity or voting interest in, the Company, and (vii) no voting trusts, proxies or other agreements or understandings with respect to the voting or transfer of the Shares (the items in clauses (i) - (vii) being referred to collectively as the “Company Securities”).

Capitalization; Title to Shares. (a) The authorized capital stock of the Company consists of (i) 4,000 5,000,000 shares of common capital stock, of which 4,800,000 are shares of Company Common Stock, $0.01 par value per share and 200,000 are shares of preferred stock, par value $0.01 per share, and no such shares of which only the Shares preferred stock are outstanding. Of such authorized shares, (i) 3,592,140.44685 shares of Company Common Stock are issued and outstanding and outstanding, (ii) 250,000 173,284.09325 shares of the Preferred Stock, Company Common Stock are currently subject to RSUs (all of which (x) 71,945 shares were issued and outstanding as of September 30, 2013 (Company Common Stock subject to RSUs are expected to be vested at the “Preferred Shares”Closing Date), (y) assuming that the Closing occurs on February 28, 2014, 75,457 shares will be issued and outstanding as of immediately prior to the Closing and (ziii) following the Preferred Redemption, zero will be issued and outstanding as 1,369.50400 shares of the ClosingCompany Common Stock are currently subject to Phantom Shares. The Shares are held of record by the Sellers as set forth on Schedule 4.3(a). Schedule 4.3(a) contains a complete and Preferred correct list of each RSU Holder including the number of RSUs held by each such RSU Holder and of each participant in the Deferred Compensation Plan holding Phantom Shares were including the number of Phantom Shares held by each such participant. All of the outstanding shares of Company Common Stock are duly authorized for issuance and are validly issued, issued and fully paid and non-assessable and were issued in conformity with all applicable Law and were not issued in violation of of, and are not subject to, any purchase or option, call option, right of first refusal, subscription preemptive right, preemptive subscription right or any similar rights. All right under any provision of the outstanding Shares and Preferred Shares are owned of record by the holders and in the respective amounts as set forth in Section 2.4(a) Organizational Documents of the Seller Disclosure LetterCompany. (b) Seller owns all of the Shares free and clear of any Liens. (c) Except as set forth in Section 2.4(aon Schedule 4.3(b), there are outstanding (i) there are no other equity securities of the Company, (ii) no securities of the Company convertible into outstanding or exchangeable for equity securities of the Company, (iii) no authorized options, warrants, callspurchase rights, commitmentssubscription rights, subscriptions conversion rights, exchange rights, preemptive rights or other rights to acquire from the Company and no obligations of contracts or commitments that would require the Company to issue, sell, or otherwise cause to become outstanding any of its equity securities interests or securities convertible into or exchangeable for for, or any options, warrants, or rights to purchase, any of such equity securities interests, (ii) there are no outstanding obligations of the CompanyCompany (except as specifically required by this Agreement) to repurchase, redeem or otherwise acquire any of its equity interests, and (iviii) there are no equity outstanding or authorized stock appreciation, phantom equitystock, profit participation or similar rights with respect to the Company. Schedule 4.3(b) sets forth any equity stockholders’ or similar agreement or voting agreement relating to any class of equity interests in of the Company, (v) no and the Company has made available true and complete copies of all such agreements to Parent. The Company does not have outstanding any bonds, debentures, notes or other indebtedness obligations the holders of which have the right to vote (or convertible into, exchangeable for, into or evidencing the right to subscribe exercisable for or acquire securities having the right to vote) with the holders of Shares, (vi) no Contracts to which the Company is a party or by which it is bound to repurchase, redeem or otherwise acquire Stockholders on any equity or voting interest in, the Company, and (vii) no voting trusts, proxies or other agreements or understandings with respect to the voting or transfer of the Shares (the items in clauses (i) - (vii) being referred to collectively as the “Company Securities”)matter.