Common use of Organization; Capitalization Clause in Contracts

Organization; Capitalization. (a) TDY and each of the Transferred Subsidiaries is a corporation, partnership or other legal entity duly organized, validly existing and in good standing (to the extent such concept is recognized) under the laws of the jurisdiction of its incorporation or organization. TDY and each of the Transferred Subsidiaries has all requisite corporate power and authority to own, lease and operate its assets and to carry on the Tungsten Materials Business as now being conducted and is duly qualified or licensed to do business and is in good standing in the jurisdictions in which the ownership of its property or the conduct of the Tungsten Materials Business requires such qualification or license, except where the failure to be so qualified, licensed or in good standing would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Section 3.1 of the Seller’s Disclosure Schedule sets forth for each of the Transferred Subsidiaries (i) its jurisdiction of incorporation, (ii) the number of authorized, issued and outstanding shares of each class of its share capital or other authorized, issued and outstanding equity interests, as applicable, the names of the record owner thereof, and the number of shares or percentage interests, as applicable, held by each such record owner of such share capital and (iii) the directors, secretary and accounting reference date and registered Encumbrances related thereto, as of the date hereof. All of the issued share capital of the each of the Transferred Subsidiaries has been validly issued in accordance with applicable Law and is, or as of immediately prior to Closing will be, fully paid, nonassessable (to the extent such term is applicable to the share capital of a Transferred Subsidiary) and free and clear of any Encumbrances. All of the issued and outstanding share capital or other equity interests of each Transferred Subsidiary is legally and beneficially owned by the holders set forth in Section 3.1 of the Seller’s Disclosure Schedule free and clear of any Encumbrances. Except as set forth in Section 3.1 of the Seller’s Disclosure Schedule, there are no shares of common stock, preferred stock or other equity interests of any Transferred Subsidiary authorized, reserved, issued or outstanding, and there are no preemptive rights or other options, warrants, puts, calls or other similar agreements with respect thereto (a) convertible or exchangeable into or exercisable for any securities of any Transferred Subsidiary or (b) requiring or giving any Person rights with respect to the issuance, transfer, redemption, or acquisition of any shares of capital stock (or other equity securities) of any of the Transferred Subsidiaries. The Transferred Subsidiaries are set forth on Section 3.1(b) of the Seller’s Disclosure Schedule. As of the Closing Date, there will not be any Subsidiaries of Stellram UK or Stellram France that are not Transferred Subsidiaries. (c) During the applicable period during which each of Stellram UK and Stellram France has been a Subsidiary of TDY and its Affiliates, all prior transfers of the Shares were made in accordance with all applicable Laws. Delivery of the Shares as contemplated in this Agreement and the Related Agreements shall convey Buyer legal and beneficial title to the Shares free and clear of all Encumbrances and any claim of the Share Sellers or any other Person.

Organization; Capitalization. (a) TDY The Company is duly organized and each of the Transferred Subsidiaries is a corporation, partnership or other legal entity duly organized, validly existing and in good standing (to the extent such concept is recognized) under the laws of the jurisdiction of its incorporation or organization. TDY in which it was formed, and each of has the Transferred Subsidiaries has all requisite corporate power and authority to own, lease and operate own its assets properties and to carry on the Tungsten Materials Business its business as now being conducted conducted. The Company is not a party to any joint venture and does not directly or indirectly own or hold capital stock or an equity or similar interest in any entity. The Company is duly qualified or licensed as a foreign entity to do business and is in good standing in the jurisdictions every jurisdiction in which the its ownership of its property or the conduct nature of the Tungsten Materials Business requires business conducted by it makes such qualification or licensenecessary, except where to the extent that the failure to be so qualified, licensed qualified or be in good standing would not, in the aggregate, reasonably be expected to not have a Material Adverse EffectEffect on the Company. (b) Section 3.1 The authorized capital stock of the Seller’s Disclosure Schedule sets forth for each Company consists of the Transferred Subsidiaries (i) its jurisdiction 50,000,000 shares of incorporationCommon Stock, and (ii) no shares of preferred stock. As of the date of this Agreement and the Closing, there are 16,200,001 Common Shares issued and outstanding. Schedule 3.01(b) sets forth (A) a complete and accurate list of all holders of Common Shares, indicating the number of authorized, issued and outstanding shares of each class of its share capital or other authorized, issued and outstanding equity interests, as applicable, the names of the record owner thereof, and the number of shares or percentage interests, as applicable, Common Shares held by each such record owner holder; (B) all stock option plans and other stock or equity-related plans of such share capital the Company and (iiiC) the directors, secretary and accounting reference date and registered Encumbrances related thereto, as of the date hereof. All of the issued share capital of the each of the Transferred Subsidiaries has been validly issued in accordance with applicable Law and is, or as of immediately prior to Closing will be, fully paid, nonassessable (to the extent such term is applicable to the share capital of a Transferred Subsidiary) and free and clear of any Encumbrancesall warrants outstanding. All of the issued and outstanding share capital or other equity interests Common Shares are duly authorized, validly issued, fully paid, non-assessable and free of each Transferred Subsidiary is legally and beneficially owned by the holders all preemptive rights. Other than as set forth in Section 3.1 of the Seller’s Disclosure Memorandum (as defined herein) or listed in Schedule free and clear 3.01(b), there are no outstanding or authorized options, warrants, rights, agreements or commitments to which the Company is a party or which are binding upon the Company providing for the issuance or redemption of any Encumbrancesof its capital stock. Other than as set forth in the Memorandum or listed in Schedule 3.01(b), there are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Company. Except as set forth in Section 3.1 of the Seller’s Disclosure ScheduleMemorandum or in Schedule 3.01(b), there are no shares of common stock, preferred stock agreements to which the Company is a party or other equity interests of any Transferred Subsidiary authorized, reserved, issued or outstanding, and there are no preemptive rights or other options, warrants, puts, calls or other similar agreements with respect thereto (a) convertible or exchangeable into or exercisable for any securities of any Transferred Subsidiary or (b) requiring or giving any Person rights by which it is bound with respect to the issuancevoting (including without limitation voting trusts or proxies), transferregistration under the Securities Act of 1933 (the “Act”), redemptionas amended, or acquisition sale or transfer (including without limitation agreements relating to pre-emptive rights, rights of any shares of capital stock (first refusal, co-sale rights or other equity securities“drag-along” rights) of any securities of the Transferred SubsidiariesCompany. The Transferred Subsidiaries To the knowledge of the Company, there are set forth on Section 3.1(bno agreements among other parties, to which the Company is not a party and by which it is not bound, with respect to the voting (including without limitation voting trusts or proxies) or sale or transfer (including without limitation agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of the Seller’s Disclosure Schedule. As any securities of the Closing Date, there will not be any Subsidiaries of Stellram UK or Stellram France that are not Transferred Subsidiaries. (c) During the applicable period during which each of Stellram UK and Stellram France has been a Subsidiary of TDY and its Affiliates, all prior transfers Company. All of the issued and outstanding Company Shares were made issued in accordance compliance with all applicable Laws. Delivery of the Shares as contemplated in this Agreement federal and the Related Agreements shall convey Buyer legal and beneficial title to the Shares free and clear of all Encumbrances and any claim of the Share Sellers or any other Personstate securities laws.

Organization; Capitalization. (a) TDY and each of the Transferred Subsidiaries TJX is a corporation, partnership or other legal entity corporation duly organized, validly existing and in good standing (to the extent such concept is recognized) under the laws of the jurisdiction State of Delaware, and has all requisite corporate power and authority to own its incorporation or organization. TDY properties, to carry on its business as now conducted, and each to consummate the transactions contemplated hereby. (b) Seller is a corporation duly organized, validly existing and in good standing under the laws of the Transferred Subsidiaries The Commonwealth of Massachusetts, and has all requisite corporate power and authority to own, operate and lease and operate its assets and properties, to carry on the Tungsten Materials Business its business as now being conducted conducted, and to consummate the transactions contemplated hereby. Seller is duly qualified or licensed to do business as a foreign corporation and is in good standing in the jurisdictions each other jurisdiction in which the ownership its ownership, operation or lease of its property or the conduct character of the Tungsten Materials Business its business requires such qualification or licensequalification, except where the failure for failures to be so qualified, licensed qualified or in good standing that would notnot reasonably be expected to have a material adverse effect on the assets, business operations, financial condition or results of operations of the Division, taken as a whole (a "Material Adverse Effect"). Copies of the Certificate of Incorporation and By-laws of Seller, each as amended to date, have been previously delivered to Buyer, are complete and correct, and no amendments have been made thereto or have been authorized since the date of such delivery. Seller is not in violation of any provision of its Certificate of Incorporation or By-laws. (c) Trade Name Sub is a corporation duly organized, validly existing and in good standing under the aggregatelaws of the State of Delaware, and has all requisite corporate power and authority to own its properties, to carry on its businesses as now conducted, and to consummate the transactions contemplated hereby. Trade Name Sub is duly qualified to do business as a foreign corporation and in good standing in each other jurisdiction in which its ownership, operation or lease of property or the character of its business requires such qualification, except for failures to be so qualified or in good standing that would not reasonably be expected to have a Material Adverse Effect. Copies of the Certificate of Incorporation and By-laws of Trade Name Sub, each as amended to date, have been previously delivered to Buyer, are complete and correct, and no amendments have been made thereto or have been authorized since the date of such delivery. Trade Name Sub is not in violation of any provision of its Certificate of Incorporation or By-laws. (bd) Section 3.1 Other than Seller's ownership of CDM and the establishment of the Seller’s Disclosure Schedule sets forth for each Trade Name Sub prior to Closing, neither Seller nor CDM has any subsidiaries or any material investment in any other Person or owns, either directly or indirectly, any capital stock or other equity or ownership interest in any corporation, partnership, association, trust, joint venture or other entity. (e) The authorized capital stock of Trade Name Sub will as of the Transferred Subsidiaries Closing date consist of 3000 shares of common stock, $.01 par value per share (i) its jurisdiction "Trade Name Sub Common Stock"), of incorporation, (ii) which 1000 shares will be issued and outstanding. Seller will as of the number Closing date be the record and beneficial holder of authorized, all issued and outstanding shares of each class of its share capital or other authorized, issued and outstanding equity interests, as applicable, the names of the record owner thereof, and the number of Trade Name Sub Common Stock. Such shares or percentage interests, as applicable, held by each such record owner of such share capital and (iii) the directors, secretary and accounting reference date and registered Encumbrances related thereto, will as of the Closing date hereofhave been duly and validly issued, and will be fully paid and nonassessable. All Seller will as of the issued share capital of the each of the Transferred Subsidiaries has been validly issued in accordance with applicable Law and is, or as of immediately prior Closing date have valid title to Closing will be, fully paid, nonassessable (to the extent such term is applicable to the share capital of a Transferred Subsidiary) and outstanding shares free and clear of any Encumbrancesand all covenants, conditions, restrictions, voting trust arrangements, liens, charges, encumbrances, options and adverse claim or rights whatsoever. All There will as of the issued and Closing date be no outstanding share capital warrants, options or other rights to purchase or acquire from Trade Name Sub, or securities exchangeable for or convertible into, any shares of Trade Name Sub Common Stock or other equity interests of each Transferred Subsidiary is legally and beneficially owned by the holders set forth in Section 3.1 of the Seller’s Disclosure Schedule free and clear of any Encumbrances. Except as set forth in Section 3.1 of the Seller’s Disclosure Schedule, there are no shares of common stock, preferred stock or other equity interests of any Transferred Subsidiary authorized, reserved, issued or outstanding, and there are no preemptive rights or other options, warrants, puts, calls or other similar agreements with respect thereto (a) convertible or exchangeable into or exercisable for any securities of any Transferred Subsidiary or (b) requiring or giving any Person rights with respect to the issuance, transfer, redemption, or acquisition of any shares of capital stock (or other equity securities) of any of the Transferred Subsidiaries. The Transferred Subsidiaries are set forth on Section 3.1(b) of the Seller’s Disclosure Schedule. As Trade Name Sub nor will there be as of the Closing Date, there will not be date in existence any Subsidiaries of Stellram UK agreements to issue such shares or Stellram France that are not Transferred Subsidiariessecurities in the future. (cf) During Immediately before the applicable period during transfer to it of certain trademarks, which each of Stellram UK and Stellram France has been a Subsidiary of TDY and its Affiliates, all will be effective immediately prior transfers of the Shares were made in accordance with all applicable Laws. Delivery of the Shares as contemplated in this Agreement and the Related Agreements shall convey Buyer legal and beneficial title to the Shares free Closing, Trade Name Sub will have no assets and clear of all Encumbrances no liabilities other than certain costs not exceeding $10,000 relating to its formation as a corporation, and will never have had any claim of the Share Sellers or any other Personactive business operations.

Organization; Capitalization. (a) TDY Each of Parent and each of the Transferred Subsidiaries Merger Sub is a corporation, partnership or other legal entity duly organized, organized and validly existing and in good standing (to the extent such concept is recognized) under the laws of the jurisdiction of its incorporation or organization. TDY in which it was formed, and each of has the Transferred Subsidiaries has all requisite corporate power and authority to own, lease and operate own its assets properties and to carry on the Tungsten Materials Business its business as now being conducted conducted. Neither Parent nor Merger Sub is a party to any joint venture and neither directly or indirectly own or hold capital stock or an equity or similar interest in any entity. Each of Parent and Merger Sub is duly qualified or licensed as a foreign entity to do business and is in good standing in the jurisdictions every jurisdiction in which the its ownership of its property or the conduct nature of the Tungsten Materials Business requires business conducted by it makes such qualification or licensenecessary, except where to the extent that the failure to be so qualified, licensed qualified or be in good standing would not, in the aggregate, reasonably be expected to not have a Material Adverse EffectEffect on Parent or Merger Sub, as applicable. Each of Parent and Merger Sub owns, directly or indirectly, all of the capital stock or other equity interests of each subsidiary free and clear of any liens, and all the issued and outstanding securities of capital stock of each subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. (b) Section 3.1 The authorized capital stock of the Seller’s Disclosure Schedule sets forth for each Parent consists of the Transferred Subsidiaries (i) its jurisdiction 50,000,000 shares of incorporationParent Common Stock, (ii) the number of authorized, which 1,000,000 shares were issued and outstanding shares of each class of its share capital or other authorized, issued and outstanding equity interests, as applicable, the names of the record owner thereof, and the number of shares or percentage interests, as applicable, held by each such record owner of such share capital and (iii) the directors, secretary and accounting reference date and registered Encumbrances related thereto, as of the date hereof. All of this Agreement, and 10,000,000 shares of preferred stock, par value $0.0001 per share, none of which was issued and outstanding as of the issued share capital date of the each of the Transferred Subsidiaries has been validly issued in accordance with applicable Law and is, or as of immediately prior to Closing will be, fully paid, nonassessable (to the extent such term is applicable to the share capital of a Transferred Subsidiary) and free and clear of any Encumbrancesthis Agreement. All of the issued and outstanding share capital or other equity interests shares of each Transferred Subsidiary is legally Parent Common Stock are duly authorized, validly issued, fully paid, non-assessable and beneficially owned by the holders set forth in Section 3.1 free of the Seller’s Disclosure Schedule free and clear of any Encumbrancesall preemptive rights. Except as set forth in Section 3.1 of the Seller’s Disclosure Schedule, there There are no shares of outstanding or authorized, warrants, options to purchase common stock, preferred stock appreciation, phantom stock or other equity interests of any Transferred Subsidiary authorized, reserved, issued or outstanding, and there are no preemptive rights or other options, warrants, puts, calls or other similar agreements with respect thereto (a) convertible or exchangeable into or exercisable for any securities of any Transferred Subsidiary or (b) requiring or giving any Person rights with respect to the issuanceParent. There are no agreements to which the Parent is a party or by which it is bound with respect to the voting (including without limitation voting trusts or proxies), transferregistration under the Securities Act of 1933, redemptionas amended, or acquisition sale or transfer (including without limitation agreements relating to pre-emptive rights, rights of any shares of capital stock (first refusal, co-sale rights or other equity securities“drag-along” rights) of any securities of the Transferred SubsidiariesParent. There are no agreements among other parties, to which the Parent is not a party and by which it is not bound, with respect to the voting (including without limitation voting trusts or proxies) or sale or transfer (including without limitation agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any securities of the Parent. All of the issued and outstanding shares of Parent Common Stock were issued in compliance with applicable federal and state securities laws. The Transferred Subsidiaries are set forth on Section 3.1(b) 2,000,000 shares of Parent Common Stock to be issued at the Closing, when issued and delivered in accordance with the terms hereof and of the Seller’s Disclosure ScheduleCertificate of Merger, shall be duly and validly issued, fully paid and non-assessable and free of all preemptive rights and will be issued in compliance with applicable federal and state securities laws. As Furthermore, the (i) 57,000 shares of Parent Common Stock to be issued at Closing upon conversion of the Bridge Notes (plus shares representing accrued interest on the Bridge Notes through Closing); (ii) 57,000 shares of Parent Common Stock underlying the warrants to be issued upon conversion of the Bridge Notes (plus shares representing accrued interest on the Bridge Notes through Closing) and (iii) 30,864 shares of Parent Common Stock underlying the Replacement Warrants to be issued at the Closing Datehave been duly and validly authorized and reserved for issuance, and when issued in accordance with the terms of the Bridge Notes and Replacement Warrants shall be duly and validly issued, fully paid and non-assessable and free of all preemptive rights and will be issued in compliance with applicable federal and state securities laws. Immediately after the Closing, without giving effect to the private placement offering contemplated by the Memorandum or additional shares representing accrued interest on the Bridge Notes through Closing, there will not be any Subsidiaries 3,057,000 shares of Stellram UK or Stellram France that are not Transferred SubsidiariesParent Common Stock issued and outstanding. (c) During the applicable period during which each of Stellram UK and Stellram France has been a Subsidiary of TDY and its Affiliates, all prior transfers of the Shares were made in accordance with all applicable Laws. Delivery of the Shares as contemplated in this Agreement and the Related Agreements shall convey Buyer legal and beneficial title to the Shares free and clear of all Encumbrances and any claim of the Share Sellers or any other Person.

Organization; Capitalization. (a) TDY and each of the Transferred Subsidiaries 3DV is a corporation, partnership or other legal entity corporation duly organized, organized and validly existing and in good standing (to the extent such concept is recognized) under the laws of the jurisdiction State of its incorporation or organizationIsrael. TDY and each of the Transferred Subsidiaries has all requisite corporate power and authority to own, lease and operate its assets and to carry on the Tungsten Materials Business as now being conducted and 3DV is duly qualified or licensed authorized to do conduct business and is in good standing in under the jurisdictions laws of each jurisdiction where conducts business. 3DV has full corporate power and authority to carry on the business in which it is engaged and to own and use the ownership of its property or the conduct properties owned and used by it. Schedule 5.1 of the Tungsten Materials Business requires such qualification or license, except where the failure to be so qualified, licensed or in good standing would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Section 3.1 of the Seller’s Disclosure Schedule sets forth for each of the Transferred Subsidiaries (i) its jurisdiction of incorporation, (ii) 3DV the number of authorizedshares of authorized share capital of each class of its share capital, the number of issued and outstanding shares of each class of its share capital or other authorizedstock, issued and outstanding equity interests, as applicable, the names of the record owner thereof, and the number of shares of its share capital held in treasury, and the names of its duly elected directors and officers. True and correct copies of the memorandum of association and articles of association, or percentage interestsany other similar organizational and constituting documents of 3DV, as applicableamended, held by each such record owner of such share capital have been delivered to VSI and will be delivered to VSI at the Closing and the Second Closing. (iiib) the directors, secretary and accounting reference date and registered Encumbrances related thereto, as of the date hereof. All of the issued share capital of the each of the Transferred Subsidiaries has been validly issued in accordance with applicable Law and is, or as of immediately prior to Closing will be, fully paid, nonassessable (to the extent such term is applicable to the share capital of a Transferred Subsidiary) and free and clear of any Encumbrances. All of the issued and outstanding shares of share capital or other equity interests of each Transferred Subsidiary is legally 3DV have been duly authorized and beneficially owned are validly issued, fully paid and nonassessable. The Acquired Shares to be issued and sold by the holders set forth in Section 3.1 of the Seller’s Disclosure Schedule free 3DV to VSI hereunder have been duly authorized and, when issued and clear of any Encumbrances. delivered to VSI against payment therefor as provided by this Agreement, will be validly issued, fully paid and nonassessable. (c) Except as set forth in Section 3.1 Schedule 5.1(c) of the Seller’s Disclosure Schedule, Schedule or this Agreement there are no shares of common stockoutstanding or authorized options, preferred warrants, put rights, call rights, purchase rights, subscription rights, conversion rights, exchange rights, stock appreciation rights, phantom stock rights or other equity interests rights (contingent or other) that could require 3DV to sell, transfer or otherwise dispose of any Transferred Subsidiary authorized, reserved, issued or outstandingshare capital of 3DV, and there are no preemptive rights or other optionsoutstanding commitments of 3DV to issue any shares, warrants, putsoptions or other such rights that may cause to become outstanding any of its own share capital or to distribute any evidences of indebtedness or assets to holders of any class of its share capital. 3DV has no contingent or other obligation to purchase, calls redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or make any other distribution in respect thereof (other than as contemplated by this Agreement). Except as contemplated by this Agreement, the issuance, sale and delivery of the Acquired Shares issuable under this Agreement are not subject to any preemptive rights of stockholders of 3DV or to any right of first refusal or other similar agreements right in favor of any person. Except as contemplated by this Agreement, neither 3DV or RDC with respect thereto (a) convertible to the shares of 3DV is a party to any voting agreement, voting trust, proxy or exchangeable into similar agreement, arrangement or exercisable understanding relating to its capital stock, other than any of the foregoing that are pursuant to agreements or understandings to be cancelled on or before the Closing, and 3DV is not a party to any agreement, arrangement or understanding relating to or providing for any securities of any Transferred Subsidiary or (b) requiring or giving any Person registration rights with respect to the issuance, transfer, redemption, or acquisition of any shares of capital stock (or other equity securities) of any of the Transferred Subsidiaries. The Transferred Subsidiaries are set forth on Section 3.1(b) of the Seller’s Disclosure Schedule. As of the Closing Date, there will not be any Subsidiaries of Stellram UK or Stellram France that are not Transferred Subsidiariesits share capital. (c) During the applicable period during which each of Stellram UK and Stellram France has been a Subsidiary of TDY and its Affiliates, all prior transfers of the Shares were made in accordance with all applicable Laws. Delivery of the Shares as contemplated in this Agreement and the Related Agreements shall convey Buyer legal and beneficial title to the Shares free and clear of all Encumbrances and any claim of the Share Sellers or any other Person.

Organization; Capitalization. (a) TDY and each of the Transferred Subsidiaries Parent is a corporation, partnership or other legal entity corporation duly organizedincorporated, validly existing and in good standing (to the extent such concept is recognized) under the laws of the jurisdiction State of its incorporation or organization. TDY Delaware and each of the Transferred Subsidiaries has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Merger Sub is a limited liability company duly formed, validly existing and in good standing under the Tungsten Materials Business laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted presently conducted. Each of Parent’s Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization (with respect to jurisdictions that recognize such concept) and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of Parent and its Subsidiaries is duly qualified or licensed licensed, and has all necessary governmental approvals, to do business and is in good standing in the each jurisdiction (with respect to jurisdictions that recognize such concept) in which the ownership of its property owned, leased or operated by it or the conduct nature of the Tungsten Materials Business requires business conducted by it makes such approvals, qualification or licenselicensing necessary, except where the failure to be so qualifiedduly approved, qualified or licensed or and in good standing has not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on Parent. Parent’s bank Subsidiaries, Comenity Bank and Comenity Capital Bank, are excluded from the definition of “bank” in Section 2(c) of the Bank Holding Company Act of 1956 (12 U.S.C. 1841(c)), as amended. (b) Parent has made available to the Company prior to the date of this Agreement true and complete copies of Parent’s certificate of incorporation and bylaws (collectively, the “Parent Organizational Documents”), and Merger Sub’s certificate of formation and limited liability company agreement (collectively, the “Merger Sub Organizational Documents”), in each case, as amended through the date hereof. The Parent Organizational Documents and the Merger Sub Organizational Documents are in full force and effect and neither Parent nor Merger Sub is in violation of any of their respective provisions in any material respect. Section 3.1 4.1(b) of the Seller’s Parent Disclosure Schedule sets forth for each of the Transferred Subsidiaries (i) its jurisdiction of incorporation, (ii) the number of authorized, issued a true and outstanding shares of each class of its share capital or other authorized, issued and outstanding equity interests, as applicable, the names of the record owner thereof, and the number of shares or percentage interests, as applicable, held by each such record owner of such share capital and (iii) the directors, secretary and accounting reference date and registered Encumbrances related theretocomplete list, as of the date hereof, of all Subsidiaries of Parent. Other than Parent’s Subsidiaries and consolidated variable interest entities, as of the date hereof, there is no person whose financial position, results of operations or cash flows are consolidated in the financial statements of Parent. (c) The authorized capital stock of Parent consists of 200,000,000 shares of common stock, par value $0.01 per share (the “Parent Common Stock”), and 20,000,000 shares of preferred stock, par value $0.01 per share (the “Parent Preferred Stock”). As of June 30, 2014, (i) 55,877,640 shares of Parent Common Stock were issued and outstanding (not including shares held in treasury), (ii) 45,708,229 shares of Parent Common Stock were held in treasury, (iii) no shares of Parent Preferred Stock were issued or outstanding and (iv) 22,503,000 shares of Parent Common Stock were reserved for issuance under the Parent Stock Plans, of which amount (A) 195,101 shares of Parent Common Stock are subject to outstanding options, (B) no shares of Parent Common Stock are subject to outstanding restricted stock awards, and (C) 850,280 shares of Parent Common Stock are subject to outstanding time- and performance-vesting restricted stock unit awards (assuming satisfaction of any performance vesting conditions at maximum levels), (v) 1,500,000 shares of Parent Common Stock were reserved for issuance under each of Alliance Data Systems 401(k) and Retirement Savings Plan and Alliance Data Systems Corporation Amended and Restated Employee Stock Purchase Plan; and (vi) no other shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. All outstanding shares of Parent Common Stock are, and shares of Parent Common Stock issued or reserved for issuance in connection with the issued share capital of the each of the Transferred Subsidiaries has been validly Merger, when issued in accordance with applicable Law and isthe respective terms thereof, or as of immediately prior to Closing will be, duly authorized, validly issued, fully paid, paid and nonassessable (to the extent such term is applicable to the share capital of a Transferred Subsidiary) and free and clear of any Encumbrances. All of the issued and outstanding share capital or other equity interests of each Transferred Subsidiary is legally and beneficially owned by the holders set forth in Section 3.1 of the Seller’s Disclosure Schedule free and clear of any Encumbrancespreemptive rights. Except as set forth in this Section 3.1 4.1(c), as of the Seller’s Disclosure ScheduleJune 30, 2014, there are no outstanding subscriptions, options, warrants, calls, convertible securities, exchangeable securities or other similar rights, agreements or commitments to which Parent or any of its Subsidiaries is a party (A) obligating Parent or any of its Subsidiaries to (1) issue, transfer, exchange, sell or register for sale any shares of common stock, preferred capital stock or other equity interests of Parent or any Transferred Subsidiary authorizedof Parent or securities convertible into or exchangeable for such shares or equity interests, reserved(2) grant, issued extend or outstandingenter into any such subscription, and there are no preemptive rights or other optionsoption, warrantswarrant, putscall, calls convertible securities or other similar agreements right, agreement or arrangement relating to the capital stock or other equity interest of Parent or any Subsidiary of Parent, (3) redeem or otherwise acquire any such shares of capital stock or other equity interests of Parent or its Subsidiaries, (4) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary that is not a wholly owned Subsidiary of Parent or (5) make any payment to any person the value of which is derived from or calculated based on the value of Parent Common Stock or Parent Preferred Stock or (B) granting any preemptive or antidilutive or similar rights with respect thereto to any security issued by Parent or its Subsidiaries. As of the date hereof, neither Parent nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other indebtedness, the holders of which have the right to vote (a) or which are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders of Parent on any securities matter. There are no voting trusts or other agreements or understandings to which Parent or any of any Transferred Subsidiary or (b) requiring or giving any Person rights its Subsidiaries is a party with respect to the issuance, transfer, redemption, voting or acquisition registration of any shares of the capital stock (or other equity securities) interest of Parent or any of the Transferred Subsidiaries. The Transferred Subsidiaries are set forth on Section 3.1(b) of the Seller’s Disclosure Schedule. As of the Closing Date, there will not be any Subsidiaries of Stellram UK or Stellram France that are not Transferred its Subsidiaries. (c) During the applicable period during which each of Stellram UK and Stellram France has been a Subsidiary of TDY and its Affiliates, all prior transfers of the Shares were made in accordance with all applicable Laws. Delivery of the Shares as contemplated in this Agreement and the Related Agreements shall convey Buyer legal and beneficial title to the Shares free and clear of all Encumbrances and any claim of the Share Sellers or any other Person.

Organization; Capitalization. (a) TDY Seller Parent, each Seller and each of the Transferred Subsidiaries Acquired Entity is a corporationduly incorporated or organized, partnership or other legal entity duly organizedas applicable, validly existing and and, to the extent legally applicable, in good standing (to the extent such concept is recognized) under the laws Laws of the its jurisdiction of its incorporation or organizationformation. TDY Seller Parent, each Seller and each of Acquired Entity has the Transferred Subsidiaries has all requisite corporate or limited liability company power and authority to own, operate or lease all of the properties and operate its assets and that each owns, operates or leases to carry on the Tungsten Materials Business its respective business as now it is being conducted or as currently proposed to be conducted and to execute, deliver and perform this Agreement and the other Ancillary Agreements to which Seller Parent, each Seller or each Acquired Entity is a party and to consummate the Transactions. The Reorganization was consummated on June 26, 2024, in accordance with the terms of the Reorganization Agreement. Other than the Reorganization Agreement, there are no Contracts to which a member of the Relevant Group, including Sellers and the Acquired Entities, is a party relating to the Reorganization. (b) Seller Parent, each Seller and each Acquired Entity is also duly licensed, qualified or licensed otherwise authorized to do business and business, and, to the extent applicable, is in good standing standing, in the jurisdictions each jurisdiction in which the ownership of its property properties or the conduct of its business requires it to be so qualified (such jurisdiction, the Tungsten Materials Business requires such qualification or license“Foreign Qualifications”), except where the failure to be so qualifiedlicensed, licensed qualified or in good standing would not, in the aggregate, not result or reasonably be expected to have result in a Business Material Adverse Effect. A true, correct and complete list of the Foreign Qualifications for each Acquired Entity is set forth on Schedule 3.1(b). (bc) Section 3.1 Schedule 3.1(c) sets forth the total number of issued and outstanding Equity Interests of the Seller’s Disclosure Schedule sets forth for each of the Transferred Subsidiaries Acquired Entities. (d) (i) its jurisdiction of incorporation, (ii) the number of authorized, issued and outstanding shares of each class of its share capital or other authorized, issued and outstanding equity interests, as applicable, the names of the record owner thereof, and the number of shares or percentage interests, as applicable, held by each such record owner of such share capital and (iii) the directors, secretary and accounting reference date and registered Encumbrances related thereto, as of the date hereof. All of the issued share capital of the each of the Transferred Subsidiaries has been validly issued in accordance with applicable Law and is, or as of immediately prior to Closing will be, fully paid, nonassessable (to the extent such term is applicable to the share capital of a Transferred Subsidiary) and free and clear of any Encumbrances. All LLC Seller owns all of the issued and outstanding share capital or other equity interests Equity Interests of each Transferred Subsidiary is legally and beneficially owned by the holders set forth in Section 3.1 LLC Holdco, (ii) LLC Holdco owns all of the Seller’s Disclosure Schedule issued and outstanding Equity Interests of the LLC Entities, (iii) Corporation Seller owns all of the issued and outstanding Equity Interests of the Corporation Entities, and (iv) Pace Payment Systems owns all of the issued and outstanding Equity Interests of Pace Payments, in any such case, free of all Liens (other than Liens (x) under applicable securities Laws or (y) in connection with any guarantees provided by any such entities pursuant to the Credit Agreement, which will be released at or prior to Closing). Upon the sale, transfer and delivery of the Purchased Equity Interests by Sellers as provided in this Agreement, Sellers will convey to Buyer good, marketable and exclusive title to all of the Purchased Equity Interests, free and clear of all Liens (excluding Liens (x) under applicable securities Laws or (y) that are created by Buyer or Buyer Parent). Except for this Agreement, there are no outstanding options, warrants or rights of conversion or other rights, agreements (with respect to agreements, other than the Governing Documents of the Acquired Entities), arrangements or commitments of any Encumbranceskind relating to the Equity Interests of the Acquired Entities, or securities convertible into or exchangeable for any Equity Interests of the Acquired Entities. (e) All of the Equity Interests of the Acquired Entities have been duly authorized and are validly issued, and are not subject to any preemptive right or right of first refusal. Except as may be set forth in the Acquired Entities’ Governing Documents, there are no voting trusts, proxies or any other Contracts with respect to the voting of the Equity Interests of the Acquired Entities. Except as set forth on Schedule 3.1(e), the Acquired Entities (other than LLC Holdco) do not have any Subsidiaries, and do not otherwise hold any Equity Interest in Section 3.1 any Person or any right (contingent or otherwise) to acquire the same. None of the Seller’s Disclosure Schedule, there are no shares outstanding Equity Interests of common stock, preferred stock or other equity interests the Acquired Entities were issued in violation of any Transferred Subsidiary authorized, reserved, issued or outstanding, and there are no preemptive rights or other options, warrants, puts, calls rights to subscribe for or other similar agreements with respect thereto (a) convertible or exchangeable into or exercisable for any purchase securities of any Transferred Subsidiary or (b) requiring or giving any Person rights with respect to the issuance, transfer, redemption, or acquisition of any shares of capital stock (or other equity securities) of any of the Transferred Subsidiaries. The Transferred Subsidiaries are set forth on Section 3.1(b) of the Seller’s Disclosure Schedule. As of the Closing Date, there will not be any Subsidiaries of Stellram UK or Stellram France that are not Transferred SubsidiariesAcquired Entities. (cf) During the applicable period during which each of Stellram UK and Stellram France has been a Subsidiary of TDY and its Affiliates, all prior transfers All of the Shares were made Equity Interests of the Acquired Entities have been issued and granted in accordance compliance with (i) all applicable state and federal securities Laws and all other applicable Laws. Delivery , and (ii) all Governing Documents and requirements set forth in any Contracts applicable to the Equity Interests of the Shares as contemplated in this Agreement and the Related Agreements shall convey Acquired Entities. Sellers have made available to Buyer legal and beneficial title to the Shares free and clear of all Encumbrances and any claim copies of the Share Sellers or Governing Documents of the Acquired Entities, in each case, as currently in effect. None of the Acquired Entities is in violation in any other Personmaterial respect of any terms of its Governing Documents.

Organization; Capitalization. (a) TDY Each of Parent and each of the Transferred Subsidiaries Merger Sub is a corporation, partnership or other legal entity duly organized, organized and validly existing and in good standing (to the extent such concept is recognized) under the laws of the jurisdiction of its incorporation or organization. TDY in which it was formed, and each of has the Transferred Subsidiaries has all requisite corporate power and authority to own, lease and operate own its assets properties and to carry on the Tungsten Materials Business its business as now being conducted conducted. Neither Parent nor Merger Sub is a party to any joint venture and neither directly or indirectly own or hold capital stock or an equity or similar interest in any entity. Each of Parent and Merger Sub is duly qualified or licensed as a foreign entity to do business and is in good standing in the jurisdictions every jurisdiction in which the its ownership of its property or the conduct nature of the Tungsten Materials Business requires business conducted by it makes such qualification or licensenecessary, except where to the extent that the failure to be so qualified, licensed qualified or be in good standing would not, in the aggregate, reasonably be expected to not have a Material Adverse EffectEffect on Parent or Merger Sub, as applicable. Each of Parent and Merger Sub owns, directly or indirectly, all of the capital stock or other equity interests of each subsidiary free and clear of any liens (other than Permitted Encumbrances), and all the issued and outstanding securities of capital stock of each subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. (b) Section 3.1 The authorized capital stock of the Seller’s Disclosure Schedule sets forth for each Parent consists of the Transferred Subsidiaries (i) its jurisdiction 160,000,000 shares of incorporationParent Common Stock, (ii) the number of authorized, which 7,500,000 shares were issued and outstanding shares of each class of its share capital or other authorized, issued and outstanding equity interests, as applicable, the names of the record owner thereof, and the number of shares or percentage interests, as applicable, held by each such record owner of such share capital and (iii) the directors, secretary and accounting reference date and registered Encumbrances related thereto, as of the date hereof. All of this Agreement, and 10,000,000 shares of preferred stock, par value $0.0001 per share, none of which was issued and outstanding as of the issued share capital date of the each of the Transferred Subsidiaries has been validly issued in accordance with applicable Law and is, or as of immediately prior to Closing will be, fully paid, nonassessable (to the extent such term is applicable to the share capital of a Transferred Subsidiary) and free and clear of any Encumbrancesthis Agreement. All of the issued and outstanding share capital or other equity interests shares of each Transferred Subsidiary is legally Parent Common Stock are duly authorized, validly issued, fully paid, nonassessable and beneficially owned by the holders set forth in Section 3.1 free of the Seller’s Disclosure Schedule free and clear of any Encumbrancesall preemptive rights. Except as set forth in Section 3.1 of contemplated by the Seller’s Disclosure SchedulePrivate Placement, this Agreement or the Ancillary Agreements, there are no 4,000,000 warrants to purchase 4,000,000 shares of common stock, preferred stock or other equity interests of any Transferred Subsidiary authorized, reserved, issued or outstanding, Parent Common Stock outstanding and there are no preemptive rights or outstanding other authorized options, warrants, putsrights, calls agreements or other similar agreements with respect thereto (a) convertible commitments to which the Parent is a party or exchangeable into which are binding upon the Parent providing for the issuance or exercisable for any securities redemption of any Transferred Subsidiary of its capital stock. There are no outstanding or (b) requiring authorized stock appreciation, phantom stock or giving any Person similar rights with respect to the issuanceParent. There are no agreements to which the Parent is a party or by which it is bound with respect to the voting (including without limitation voting trusts or proxies), transferregistration under the Securities Act of 1933, redemptionas amended, or acquisition sale or transfer (including without limitation agreements relating to pre-emptive rights, rights of any shares of capital stock (first refusal, co-sale rights or other equity securities“drag-along” rights) of any securities of the Transferred SubsidiariesParent. There are no agreements among other parties, to which the Parent is not a party and by which it is not bound, with respect to the voting (including without limitation voting trusts or proxies) or sale or transfer (including without limitation agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any securities of the Parent. All of the issued and outstanding shares of Parent Common Stock were issued in compliance with applicable federal and state securities laws. The Transferred Subsidiaries are set forth on Section 3.1(b) approximately 9,000,000 shares of Parent Common Stock to be issued at the Closing, when issued and delivered in accordance with the terms hereof and of the Seller’s Disclosure ScheduleCertificate of Merger, shall be duly and validly issued, fully paid and nonassessable and free of all preemptive rights and will be issued in compliance with applicable federal and state securities laws. As Furthermore, the 1,000,000 shares of Parent Common Stock underlying the Warrants to be issued at the Closing have been duly and validly authorized and reserved for issuance, and when issued in accordance with the terms of the Closing DateWarrants, shall be duly and validly issued, fully paid and nonassessable and free of all preemptive rights and will be issued in compliance with applicable federal and state securities laws. Immediately after the Closing, without giving effect to the Merger, there will not be any Subsidiaries 7,500,000 shares of Stellram UK or Stellram France that are not Transferred SubsidiariesParent Common Stock issued and outstanding. (c) During the applicable period during which each of Stellram UK and Stellram France has been a Subsidiary of TDY and its Affiliates, all prior transfers of the Shares were made in accordance with all applicable Laws. Delivery of the Shares as contemplated in this Agreement and the Related Agreements shall convey Buyer legal and beneficial title to the Shares free and clear of all Encumbrances and any claim of the Share Sellers or any other Person.

Organization; Capitalization. (a) TDY and each of the Transferred Subsidiaries Parent is a corporation, partnership or other legal entity corporation duly organizedincorporated, validly existing and in good standing (to the extent such concept is recognized) under the laws of the jurisdiction State of its incorporation or organization. TDY Delaware and each of the Transferred Subsidiaries has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Merger Sub is a limited liability company duly formed, validly existing and in good standing under the Tungsten Materials Business laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted presently conducted. Each of Parent's Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization (with respect to jurisdictions that recognize such concept) and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of Parent and its Subsidiaries is duly qualified or licensed licensed, and has all necessary governmental approvals, to do business and is in good standing in the each jurisdiction (with respect to jurisdictions that recognize such concept) in which the ownership of its property owned, leased or operated by it or the conduct nature of the Tungsten Materials Business requires business conducted by it makes such approvals, qualification or licenselicensing necessary, except where the failure to be so qualifiedduly approved, qualified or licensed or and in good standing has not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on Parent. Parent's bank Subsidiaries, Comenity Bank and Comenity Capital Bank, are excluded from the definition of "bank" in Section 2(c) of the Bank Holding Company Act of 1956 (12 U.S.C. 1841(c)), as amended. (b) Parent has made available to the Company prior to the date of this Agreement true and complete copies of Parent's certificate of incorporation and bylaws (collectively, the "Parent Organizational Documents"), and Merger Sub's certificate of formation and limited liability company agreement (collectively, the "Merger Sub Organizational Documents"), in each case, as amended through the date hereof. The Parent Organizational Documents and the Merger Sub Organizational Documents are in full force and effect and neither Parent nor Merger Sub is in violation of any of their respective provisions in any material respect. Section 3.1 4.1(b) of the Seller’s Parent Disclosure Schedule sets forth for each of the Transferred Subsidiaries (i) its jurisdiction of incorporation, (ii) the number of authorized, issued a true and outstanding shares of each class of its share capital or other authorized, issued and outstanding equity interests, as applicable, the names of the record owner thereof, and the number of shares or percentage interests, as applicable, held by each such record owner of such share capital and (iii) the directors, secretary and accounting reference date and registered Encumbrances related theretocomplete list, as of the date hereof, of all Subsidiaries of Parent. Other than Parent's Subsidiaries and consolidated variable interest entities, as of the date hereof, there is no person whose financial position, results of operations or cash flows are consolidated in the financial statements of Parent. (c) The authorized capital stock of Parent consists of 200,000,000 shares of common stock, par value $0.01 per share (the "Parent Common Stock"), and 20,000,000 shares of preferred stock, par value $0.01 per share (the "Parent Preferred Stock"). As of June 30, 2014, (i) 55,877,640 shares of Parent Common Stock were issued and outstanding (not including shares held in treasury), (ii) 45,708,229 shares of Parent Common Stock were held in treasury, (iii) no shares of Parent Preferred Stock were issued or outstanding and (iv) 22,503,000 shares of Parent Common Stock were reserved for issuance under the Parent Stock Plans, of which amount (A) 195,101 shares of Parent Common Stock are subject to outstanding options, (B) no shares of Parent Common Stock are subject to outstanding restricted stock awards, and (C) 850,280 shares of Parent Common Stock are subject to outstanding time- and performance-vesting restricted stock unit awards (assuming satisfaction of any performance vesting conditions at maximum levels), (v) 1,500,000 shares of Parent Common Stock were reserved for issuance under each of Alliance Data Systems 401(k) and Retirement Savings Plan and Alliance Data Systems Corporation Amended and Restated Employee Stock Purchase Plan; and (vi) no other shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. All outstanding shares of Parent Common Stock are, and shares of Parent Common 36 Stock issued or reserved for issuance in connection with the issued share capital of the each of the Transferred Subsidiaries has been validly Merger, when issued in accordance with applicable Law and isthe respective terms thereof, or as of immediately prior to Closing will be, duly authorized, validly issued, fully paid, paid and nonassessable (to the extent such term is applicable to the share capital of a Transferred Subsidiary) and free and clear of any Encumbrances. All of the issued and outstanding share capital or other equity interests of each Transferred Subsidiary is legally and beneficially owned by the holders set forth in Section 3.1 of the Seller’s Disclosure Schedule free and clear of any Encumbrancespreemptive rights. Except as set forth in this Section 3.1 4.1(c), as of the Seller’s Disclosure ScheduleJune 30, 2014, there are no outstanding subscriptions, options, warrants, calls, convertible securities, exchangeable securities or other similar rights, agreements or commitments to which Parent or any of its Subsidiaries is a party (A) obligating Parent or any of its Subsidiaries to (1) issue, transfer, exchange, sell or register for sale any shares of common stock, preferred capital stock or other equity interests of Parent or any Transferred Subsidiary authorizedof Parent or securities convertible into or exchangeable for such shares or equity interests, reserved(2) grant, issued extend or outstandingenter into any such subscription, and there are no preemptive rights or other optionsoption, warrantswarrant, putscall, calls convertible securities or other similar agreements right, agreement or arrangement relating to the capital stock or other equity interest of Parent or any Subsidiary of Parent, (3) redeem or otherwise acquire any such shares of capital stock or other equity interests of Parent or its Subsidiaries, (4) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary that is not a wholly owned Subsidiary of Parent or (5) make any payment to any person the value of which is derived from or calculated based on the value of Parent Common Stock or Parent Preferred Stock or (B) granting any preemptive or antidilutive or similar rights with respect thereto to any security issued by Parent or its Subsidiaries. As of the date hereof, neither Parent nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other indebtedness, the holders of which have the right to vote (a) or which are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders of Parent on any securities matter. There are no voting trusts or other agreements or understandings to which Parent or any of any Transferred Subsidiary or (b) requiring or giving any Person rights its Subsidiaries is a party with respect to the issuance, transfer, redemption, voting or acquisition registration of any shares of the capital stock (or other equity securities) interest of Parent or any of the Transferred Subsidiaries. The Transferred Subsidiaries are set forth on Section 3.1(b) of the Seller’s Disclosure Schedule. As of the Closing Date, there will not be any Subsidiaries of Stellram UK or Stellram France that are not Transferred its Subsidiaries. (c) During the applicable period during which each of Stellram UK and Stellram France has been a Subsidiary of TDY and its Affiliates, all prior transfers of the Shares were made in accordance with all applicable Laws. Delivery of the Shares as contemplated in this Agreement and the Related Agreements shall convey Buyer legal and beneficial title to the Shares free and clear of all Encumbrances and any claim of the Share Sellers or any other Person.

Organization; Capitalization. (a) TDY and each of the Transferred Subsidiaries IMSCO is a corporation, partnership or other legal entity duly organized, organized and validly existing and corporation in good standing (to the extent such concept is recognized) under the laws of the jurisdiction State of its incorporation or organizationDelaware, authorized to issue an aggregate of 15,000,000 shares of IMSCO Common Stock and 1,000,000 shares of IMSCO Preferred Stock. TDY Prior to the Effective Date, IMSCO shall designate a series of 850,000 shares IMSCO Preferred Stock as "Series B Preferred Shares" and each 150,000 shares of IMSCO Preferred Stock as "Series C Preferred Shares" which shall have the Transferred Subsidiaries has all requisite corporate power rights, preferences and authority to own, lease and operate its assets and to carry privileges substantially as set forth on the Tungsten Materials Business as now being conducted and is duly qualified or licensed to do business and is in good standing Certificate of Designations in the jurisdictions in form annexed hereto as EXHIBIT C ("Certificate of Designations"). On the Effective Date, there will be issued and outstanding no more than 15,000,000 shares of IMSCO Common Stock, all of which the ownership of its property or the conduct of the Tungsten Materials Business requires such qualification or license, except where the failure to be so qualified, licensed or in good standing would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Section 3.1 of the Seller’s Disclosure Schedule sets forth for each of the Transferred Subsidiaries (i) its jurisdiction of incorporation, (ii) the number of authorized, issued and outstanding shares of each class of its share capital or other authorizedwill be validly issued, fully paid and nonassessable. On the Effective Date, there will be issued and outstanding equity interestsno shares of IMSCO Preferred Stock. Except as contemplated by this Agreement, as applicableon the Effective Date there will be no issued or outstanding securities and no issued or outstanding options, warrants or other rights, or commitments or agreements of any kind, contingent or otherwise, to purchase or otherwise acquire shares of IMSCO Common Stock or any issued or outstanding securities of any nature convertible into shares of IMSCO Common Stock other than the names 15,000,000 shares of IMSCO Common Stock which are currently outstanding. There is no proxy or any other agreement, arrangement or understanding of any kind authorized or outstanding which restricts, limits or otherwise affects the record owner thereofright to vote any shares of IMSCO Common Stock. The IMSCO Series B Preferred Shares issuable pursuant to the terms hereof, and the number of shares or percentage interests, as applicable, held by each such record owner of such share capital and (iii) the directors, secretary and accounting reference date and registered Encumbrances related thereto, as of the date hereof. All of the issued share capital of the each of the Transferred Subsidiaries has been validly when issued in accordance with applicable Law and isthe terms of this Agreement, or as of immediately prior to Closing will bebe duly authorized, validly issued, fully paid, nonassessable (to the extent such term is applicable to the share capital of a Transferred Subsidiary) paid and nonassessable. The IMSCO Series B Preferred Shares will be free and clear of any Encumbrances. All of the issued and outstanding share capital liens or other equity interests of each Transferred Subsidiary is legally and beneficially owned by the holders set forth in Section 3.1 of the Seller’s Disclosure Schedule free and clear of any Encumbrances. Except as set forth in Section 3.1 of the Seller’s Disclosure Scheduleencumbrances, there are no shares of common stock, preferred stock or other equity interests of any Transferred Subsidiary authorized, reserved, issued or outstanding, and there are no preemptive rights or other options, warrants, puts, calls or other similar agreements with respect thereto (a) convertible or exchangeable into or exercisable except for any restrictions imposed by federal or state securities of any Transferred Subsidiary or (b) requiring or giving any Person rights with respect to the issuance, transfer, redemption, or acquisition of any shares of capital stock (or other equity securities) of any of the Transferred Subsidiaries. The Transferred Subsidiaries are set forth on Section 3.1(b) of the Seller’s Disclosure Schedule. As of the Closing Date, there will not be any Subsidiaries of Stellram UK or Stellram France that are not Transferred Subsidiarieslaws. (c) During the applicable period during which each of Stellram UK and Stellram France has been a Subsidiary of TDY and its Affiliates, all prior transfers of the Shares were made in accordance with all applicable Laws. Delivery of the Shares as contemplated in this Agreement and the Related Agreements shall convey Buyer legal and beneficial title to the Shares free and clear of all Encumbrances and any claim of the Share Sellers or any other Person.

Organization; Capitalization. (ai) TDY and each of the Transferred Subsidiaries The Company is a corporation, partnership or other legal entity corporation duly organized, validly existing and in good standing (to the extent such concept is recognized) under the laws of the its jurisdiction of its incorporation or organization. TDY formation, and each of the Transferred Subsidiaries has all requisite corporate power and authority to own, lease and operate its assets and to carry on the Tungsten Materials Business as now being conducted and Company is duly also qualified or licensed to do business and is in good standing in those jurisdictions set forth on Schedule 5(a)(i)(A) attached hereto which jurisdictions constitute all of the jurisdictions in which the ownership of its property properties or the conduct of the Tungsten Materials Business requires such qualification or license, except where the failure Company to be so qualified, licensed or except where failure to be so qualified and in good standing would not, in the aggregate, not result or reasonably be expected to have result in, a Material Adverse EffectEffect to the Company. A correct and complete list of the directors and officers of the Company is set forth on Schedule 5(a)(i)(B) attached hereto. (bii) Section 3.1 The attached Schedule 5(a)(ii) accurately sets forth the authorized and outstanding securities of the Seller’s Disclosure Schedule sets forth for Company and the name of each holder of the Transferred Subsidiaries (i) its jurisdiction of incorporation, (ii) such securities together with the number of authorized, issued and outstanding shares of each class of its share capital or other authorized, issued and outstanding equity interests, as applicable, the names of the record owner thereof, and the number of shares or percentage interests, as applicable, such securities held by each such record owner of such share capital and (iii) the directors, secretary and accounting reference date and registered Encumbrances related thereto, as of the date hereof. All of the issued share capital of the each of the Transferred Subsidiaries has been validly issued in accordance with applicable Law and is, or as of immediately prior to Closing will be, fully paid, nonassessable (to the extent such term is applicable to the share capital of a Transferred Subsidiary) and free and clear of any EncumbrancesPerson. All of the issued and outstanding share capital or other equity interests securities of each Transferred Subsidiary is legally the Company have been duly authorized, are validly issued, fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned of record and beneficially owned by the holders Stockholders as described on Schedule 5(a)(ii). Except for this Agreement, the Stockholder Agreements and as may be set forth in Section 3.1 of on the Seller’s Disclosure attached Schedule free and clear of any Encumbrances. Except as set forth in Section 3.1 of the Seller’s Disclosure Schedule5(a)(ii), there are no shares outstanding or authorized Options, Non-Participating Options, rights, contracts, calls, puts, rights to subscribe, rights of common stockfirst refusal, preferred stock or other equity interests rights of any Transferred Subsidiary authorizedfirst offer, reserved, issued or outstanding, and there are no preemptive conversion rights or other optionsagreements or commitments to which the Company is a party or which are binding upon the Company providing for the issuance, warrants, puts, calls disposition or other similar agreements with respect thereto (a) convertible or exchangeable into or exercisable for any securities acquisition of any Transferred Subsidiary of its securities or (b) requiring any rights or giving any Person interests exercisable therefor. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the issuance, transfer, redemption, or acquisition of any shares of capital stock (or other equity securities) of any of Company. Except for the Transferred Subsidiaries. The Transferred Subsidiaries are set forth on Section 3.1(b) of the Seller’s Disclosure Schedule. As of the Closing DateStockholder Agreements, there will not be any Subsidiaries of Stellram UK or Stellram France that are not Transferred Subsidiaries. (c) During the applicable period during which each of Stellram UK and Stellram France has been a Subsidiary of TDY and its Affiliatesno voting trusts, all prior transfers of the Shares were made in accordance with all applicable Laws. Delivery of the Shares as contemplated in this Agreement and the Related Agreements shall convey Buyer legal and beneficial title to the Shares free and clear of all Encumbrances and any claim of the Share Sellers proxies or any other Personagreements or understandings with respect to the voting of the securities of the Company. The Company has not received any unconditional or conditional shareholders’ contributions or any equity or other capital contributions of any nature that may involve any repayment obligations of the Company. Except for the Stockholder Agreements, the Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its securities.

Organization; Capitalization. (a) TDY The Company is duly organized and each of the Transferred Subsidiaries is a corporation, partnership or other legal entity duly organized, validly existing and in good standing (to the extent such concept is recognized) under the laws of the jurisdiction of its incorporation or organization. TDY in which it was formed, and each of has the Transferred Subsidiaries has all requisite corporate power and authority to own, lease and operate own its assets properties and to carry on the Tungsten Materials Business its business as now being conducted conducted. The Company is not a party to any joint venture and does not directly or indirectly own or hold capital stock or an equity or similar interest in any entity. The Company is duly qualified or licensed as a foreign entity to do business and is in good standing in the jurisdictions every jurisdiction in which the its ownership of its property or the conduct nature of the Tungsten Materials Business requires business conducted by it makes such qualification or licensenecessary, except where to the extent that the failure to be so qualified, licensed qualified or be in good standing would not, in the aggregate, reasonably be expected to not have a Material Adverse EffectEffect on the Company. (b) Section 3.1 The authorized capital stock of the Seller’s Disclosure Schedule sets forth for each Company consists of the Transferred Subsidiaries (i) its jurisdiction 19,200,000 shares of incorporationCommon Stock, and (ii) 6,481,481 shares of Preferred Stock. As of the date of this Agreement and the Closing, there are (i) 10,000,000 Common Shares issued and outstanding; and (ii) 1,851,854 shares of Preferred Stock issued and outstanding. Schedule 3.01 sets forth (A) a complete and accurate list of all holders of Common Shares and shares of Preferred Stock, indicating the number of authorized, issued Common Shares and outstanding shares of each class of its share capital or other authorized, issued and outstanding equity interests, as applicable, the names of the record owner thereof, and the number of shares or percentage interests, as applicable, Preferred Stock held by each such record owner of such share capital holder; and (iiiB) the directors, secretary all stock option plans and accounting reference date and registered Encumbrances other stock or equity-related thereto, as plans of the date hereof. All of the issued share capital of the each of the Transferred Subsidiaries has been validly issued in accordance with applicable Law and is, or as of immediately prior to Closing will be, fully paid, nonassessable (to the extent such term is applicable to the share capital of a Transferred Subsidiary) and free and clear of any EncumbrancesCompany. All of the issued and outstanding share capital Shares are duly authorized, validly issued, fully paid, nonassessable and free of all preemptive rights. Other than as listed in Schedule 3.01, there are no outstanding or other equity interests of each Transferred Subsidiary authorized options, warrants, rights, agreements or commitments to which the Company is legally and beneficially owned by a party or which are binding upon the holders set forth in Section 3.1 of Company providing for the Seller’s Disclosure Schedule free and clear issuance or redemption of any Encumbrancesof its capital stock. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Company. Except as set forth in Section 3.1 of the Seller’s Disclosure ScheduleSchedule 3.01(b), there are no shares of common stock, preferred stock agreements to which the Company is a party or other equity interests of any Transferred Subsidiary authorized, reserved, issued or outstanding, and there are no preemptive rights or other options, warrants, puts, calls or other similar agreements with respect thereto (a) convertible or exchangeable into or exercisable for any securities of any Transferred Subsidiary or (b) requiring or giving any Person rights by which it is bound with respect to the issuancevoting (including without limitation voting trusts or proxies), transferregistration under the Securities Act of 1933, redemptionas amended, or acquisition sale or transfer (including without limitation agreements relating to pre-emptive rights, rights of any shares of capital stock (first refusal, co-sale rights or other equity securities“drag-along” rights) of any securities of the Transferred SubsidiariesCompany. The Transferred Subsidiaries To the knowledge of the Company, there are set forth on Section 3.1(bno agreements among other parties, to which the Company is not a party and by which it is not bound, with respect to the voting (including without limitation voting trusts or proxies) or sale or transfer (including without limitation agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of the Seller’s Disclosure Schedule. As any securities of the Closing Date, there will not be any Subsidiaries of Stellram UK or Stellram France that are not Transferred Subsidiaries. (c) During the applicable period during which each of Stellram UK and Stellram France has been a Subsidiary of TDY and its Affiliates, all prior transfers Company. All of the issued and outstanding Company Shares were made issued in accordance compliance with all applicable Laws. Delivery of the Shares as contemplated in this Agreement federal and the Related Agreements shall convey Buyer legal and beneficial title to the Shares free and clear of all Encumbrances and any claim of the Share Sellers or any other Personstate securities laws.

Organization; Capitalization. (a) TDY and each Each of the Transferred Subsidiaries Companies is a corporation, partnership or other legal entity limited liability company duly organizedformed, validly existing and in good standing (to the extent such concept is recognized) under the laws Laws of the jurisdiction State of its incorporation Delaware, Michigan, Ohio or organizationIndiana, as applicable. TDY and each Each of the Transferred Subsidiaries Companies has all requisite corporate the requisite, limited liability company power and authority to own, lease and operate its assets respective properties and to carry on its business as presently conducted. Each of the Tungsten Materials Business as now being conducted and Companies is duly qualified or licensed and in good standing to do business and is as a limited liability company in good standing in the jurisdictions each jurisdiction in which the ownership conduct or nature of its property business or the conduct ownership, leasing or holding of the Tungsten Materials Business requires its properties makes such qualification or license, necessary except where the failure to be so qualified, licensed or in good standing qualified would not, in the aggregate, reasonably be expected to not have a Material Adverse Effect. (b) Section 3.1 Sellers have made available to Buyer true and complete copies of the Seller’s Disclosure Schedule sets forth for each Organizational Documents of the Transferred Subsidiaries Companies and Quality Choice, each as amended to date. (c) Except for the Rollover Units and Purchased Units, there are no Equity Interests of Parent issued, reserved for issuance or outstanding. The Rollover Units and Purchased Units (i) its jurisdiction of incorporationhave been duly authorized and validly issued, and (ii) the number are not subject to, and were not issued in violation of, any purchase option, call option, right of authorizedfirst refusal, issued and outstanding shares of each class of its share capital preemptive right, subscription right or other authorizedsimilar right. There is no outstanding voting debt with respect to Parent, issued and outstanding equity interests, as applicable, the names of the record owner thereof, and the number of shares ATA or percentage interests, as applicable, held by each such record owner of such share capital and (iii) the directors, secretary and accounting reference date and registered Encumbrances related thereto, as of the date hereof. All of the issued share capital of the each of the Transferred Subsidiaries has been validly issued in accordance with applicable Law and is, or as of immediately prior to Closing will be, fully paid, nonassessable (to the extent such term is applicable to the share capital of a Transferred Subsidiary) and free and clear of any Encumbrances. All of the issued and outstanding share capital or other equity interests of each Transferred Subsidiary is legally and beneficially owned by the holders set forth in Section 3.1 of the Seller’s Disclosure Schedule free and clear of any EncumbrancesTalon. Except as set forth in Section 3.1 of the Seller’s Disclosure Scheduleon Schedule 5.2(c), there are no shares of common stock, preferred stock or other equity interests of not any Transferred Subsidiary authorized, reserved, issued or outstanding, and there are no preemptive rights or other options, warrants, putscalls, calls or other similar agreements with respect thereto (a) rights, convertible or exchangeable into securities, “phantom” equity rights, equity appreciation rights, equity-based performance units, commitments, Contracts, arrangements or undertakings of any kind (A) obligating any Company to issue, deliver or sell, or cause to be issued, delivered or sold, Equity Interests in, or any security convertible or exercisable for or exchangeable into any Equity Interest in, any Company (other than any JV) or any voting debt, (B) obligating any Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking, or (C) obligating any Company to repurchase, redeem or otherwise acquire any securities or Equity Interests of any Transferred Subsidiary or (b) requiring or giving kind. There are not any Person rights with respect to the issuance, transfer, redemption, or acquisition outstanding contractual obligations of any shares of capital stock (Company to repurchase, redeem or other equity securities) of otherwise acquire any of the Transferred Subsidiaries. The Transferred Subsidiaries are set forth on Section 3.1(b) of the Seller’s Disclosure Schedule. As of the Closing Date, there will not be any Subsidiaries of Stellram UK or Stellram France that are not Transferred SubsidiariesEquity Interests. (c) During the applicable period during which each of Stellram UK and Stellram France has been a Subsidiary of TDY and its Affiliates, all prior transfers of the Shares were made in accordance with all applicable Laws. Delivery of the Shares as contemplated in this Agreement and the Related Agreements shall convey Buyer legal and beneficial title to the Shares free and clear of all Encumbrances and any claim of the Share Sellers or any other Person.

Organization; Capitalization. (a) TDY Each of Parent and each of the Transferred Subsidiaries Merger Sub is a corporation, partnership or other legal entity duly organized, organized and validly existing and in good standing (to the extent such concept is recognized) under the laws of the jurisdiction of its incorporation or organization. TDY in which it was formed, and each of has the Transferred Subsidiaries has all requisite corporate power and authority to own, lease and operate own its assets properties and to carry on the Tungsten Materials Business its business as now being conducted conducted. Neither Parent nor Merger Sub is a party to any joint venture and neither directly or indirectly own or hold capital stock or an equity or similar interest in any entity. Each of Parent and Merger Sub is duly qualified or licensed as a foreign entity to do business and is in good standing in the jurisdictions every jurisdiction in which the its ownership of its property or the conduct nature of the Tungsten Materials Business requires business conducted by it makes such qualification or licensenecessary, except where to the extent that the failure to be so qualified, licensed qualified or be in good standing would not, in the aggregate, reasonably be expected to not have a Material Adverse EffectEffect on Parent or Merger Sub, as applicable. Each of Parent and Merger Sub owns, directly or indirectly, all of the capital stock or other equity interests of each subsidiary free and clear of any liens, and all the issued and outstanding securities of capital stock of each subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. (b) Section 3.1 The authorized capital stock of the Seller’s Disclosure Schedule sets forth for each Parent consists of the Transferred Subsidiaries (i) its jurisdiction 150,000,000 shares of incorporationParent Common Stock, (ii) the number of authorized, which 6,000,000 shares were issued and outstanding shares of each class of its share capital or other authorized, issued and outstanding equity interests, as applicable, the names of the record owner thereof, and the number of shares or percentage interests, as applicable, held by each such record owner of such share capital and (iii) the directors, secretary and accounting reference date and registered Encumbrances related thereto, as of the date hereof. All of this Agreement, and 10,000,000 shares of preferred stock, par value $0.0001 per share, none of which was issued and outstanding as of the issued share capital date of the each of the Transferred Subsidiaries has been validly issued in accordance with applicable Law and is, or as of immediately prior to Closing will be, fully paid, nonassessable (to the extent such term is applicable to the share capital of a Transferred Subsidiary) and free and clear of any Encumbrancesthis Agreement. All of the issued and outstanding share capital or other equity interests shares of each Transferred Subsidiary is legally Parent Common Stock are duly authorized, validly issued, fully paid, nonassessable and beneficially owned by the holders set forth in Section 3.1 free of the Seller’s Disclosure Schedule free and clear of any Encumbrancesall preemptive rights. Except as set forth in Section 3.1 of the Seller’s Disclosure Schedule, there There are no shares of outstanding or authorized, warrants, options to purchase common stock, preferred stock appreciation, phantom stock or other equity interests of any Transferred Subsidiary authorized, reserved, issued or outstanding, and there are no preemptive rights or other options, warrants, puts, calls or other similar agreements with respect thereto (a) convertible or exchangeable into or exercisable for any securities of any Transferred Subsidiary or (b) requiring or giving any Person rights with respect to the issuanceParent. There are no agreements to which the Parent is a party or by which it is bound with respect to the voting (including without limitation voting trusts or proxies), transferregistration under the Securities Act of 1933, redemptionas amended, or acquisition sale or transfer (including without limitation agreements relating to pre-emptive rights, rights of any shares of capital stock (first refusal, co-sale rights or other equity securities“drag-along” rights) of any securities of the Transferred SubsidiariesParent. There are no agreements among other parties, to which the Parent is not a party and by which it is not bound, with respect to the voting (including without limitation voting trusts or proxies) or sale or transfer (including without limitation agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any securities of the Parent. All of the issued and outstanding shares of Parent Common Stock were issued in compliance with applicable federal and state securities laws. The Transferred Subsidiaries are set forth on Section 3.1(b) approximately 9,000,000 shares of Parent Common Stock to be issued at the Closing, when issued and delivered in accordance with the terms hereof and of the Seller’s Disclosure ScheduleCertificate of Merger, shall be duly and validly issued, fully paid and nonassessable and free of all preemptive rights and will be issued in compliance with applicable federal and state securities laws. As Furthermore, the 329,617 and 905,336 shares of Parent Common Stock underlying the Replacement Warrants and the Replacement Options, respectively, to be issued at the Closing have been duly and validly authorized and reserved for issuance, and when issued in accordance with the terms of the Closing DateReplacement Warrants and the Replacement Options, as the case may be, shall be duly and validly issued, fully paid and nonassessable and free of all preemptive rights and will be issued in compliance with applicable federal and state securities laws. Immediately after the Closing, without giving effect to the private placement offering contemplated by the Memorandum, there will not be any Subsidiaries 15,000,000 shares of Stellram UK or Stellram France that are not Transferred SubsidiariesParent Common Stock issued and outstanding. (c) During the applicable period during which each of Stellram UK and Stellram France has been a Subsidiary of TDY and its Affiliates, all prior transfers of the Shares were made in accordance with all applicable Laws. Delivery of the Shares as contemplated in this Agreement and the Related Agreements shall convey Buyer legal and beneficial title to the Shares free and clear of all Encumbrances and any claim of the Share Sellers or any other Person.

Organization; Capitalization. (a) TDY and each of the Transferred Subsidiaries Clever is a corporation, partnership or other legal entity corporation duly organized, validly existing and in good standing (to under the extent such concept laws of British Columbia, Canada. NSUS is recognized) a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its incorporation or organizationDelaware. TDY and each Clever owns, indirectly, 100% of the Transferred Subsidiaries has all requisite corporate power equity interests in NSUS. The Company is a corporation duly organized, validly existing and authority to ownin good standing under the laws of the State of Delaware. NSUS owns, lease and operate its assets and to carry on directly, 100% of the Tungsten Materials Business as now being conducted and equity interests in the Company. The Company is duly qualified or licensed to do transact business and is in good standing in the jurisdictions each jurisdiction in which the ownership nature or conduct of its property or the conduct of the Tungsten Materials Business requires business makes such qualification or licensenecessary, except where the failure to be so qualified, licensed qualified or in good standing would not, in the aggregate, reasonably be expected to not have a Material Adverse Effect. (b) Section 3.1 The Company Stock owned by NSUS represents 100% of the Seller’s Disclosure Schedule sets forth for each of the Transferred Subsidiaries (i) its jurisdiction of incorporation, (ii) the number of authorized, issued and outstanding shares of each class of its share capital or other authorized, issued and outstanding equity interests, as applicable, interests in the names of the record owner thereofCompany, and NSUS is the number of shares or percentage interests, as applicable, held by each such record owner of such share capital all right, title and interest (iiirecord and beneficial) the directors, secretary in and accounting reference date and registered Encumbrances related thereto, as of the date hereof. All of the issued share capital of the each of the Transferred Subsidiaries has been validly issued in accordance with applicable Law and is, or as of immediately prior to Closing will be, fully paid, nonassessable (to the extent such term is applicable to the share capital of a Transferred Subsidiary) and Company Stock, free and clear of any Encumbrancesand all Liens (other than general restrictions under federal and state securities laws relating to the transfer of securities). All At the Closing, NSUS will transfer to Buyer good, valid and marketable title to all of the issued and outstanding share capital or other equity interests of each Transferred Subsidiary is legally and beneficially owned by the holders set forth in Section 3.1 of the Seller’s Disclosure Schedule Company Stock, free and clear of any Encumbrancesand all Liens (other than general restrictions under federal and state securities laws relating to the transfer of securities). Except as set forth in Section 3.1 of for the Seller’s Disclosure ScheduleCompany Stock being conveyed to Buyer at Closing, there are no shares of common stockneither Seller nor any other Person has any right, preferred stock title or other interest (record or beneficial) to any equity interests of the Company or right of any Transferred Subsidiary authorizedkind to have any equity interests of the Company issued. Except for this Agreement, reserved, issued or outstandingSeller is not a party to, and there is no, option, warrant, right, understanding, contract, call, put or other agreement, understanding or commitment providing for the disposition or acquisition of any equity interest in the Company. All of the outstanding equity interests of the Company, including the Company Stock, have been duly and validly authorized, fully paid and non-assessable, and none of them has been issued in violation of applicable law or any preemptive or similar rights. There are no preemptive rights voting trusts, proxies or any other options, warrants, puts, calls agreements or other similar agreements with respect thereto (a) convertible or exchangeable into or exercisable for any securities of any Transferred Subsidiary or (b) requiring or giving any Person rights understandings with respect to the issuance, transfer, redemption, or acquisition of any shares of capital stock (or other equity securities) of any voting of the Transferred Subsidiariesequity interests of the Company. Upon consummation of the transactions contemplated hereby, Seller will not indirectly or directly own or Stock Purchase Agreement – Clever/KAC control any equity interests in the Company. The Transferred Subsidiaries are set forth on Section 3.1(b) of the Seller’s Disclosure Schedule. As of the Closing DateCompany has no outstanding or authorized stock appreciation, there will not be any Subsidiaries of Stellram UK restricted stock, restricted stock units, phantom stock, stock-based performance units, profit participation or Stellram France that are not Transferred Subsidiariesequity or equity-based similar plans, programs, agreements or arrangements. (c) During the applicable period during which each of Stellram UK and Stellram France has been a Subsidiary of TDY and its Affiliates, all prior transfers of the Shares were made in accordance with all applicable Laws. Delivery of the Shares as contemplated in this Agreement and the Related Agreements shall convey Buyer legal and beneficial title to the Shares free and clear of all Encumbrances and any claim of the Share Sellers or any other Person.

Organization; Capitalization. (a) TDY Borrower is duly organized and each of the Transferred Subsidiaries is a corporation, partnership or other legal entity duly organized, validly existing and in good standing (to the extent such concept is recognized) under the laws Laws of the jurisdiction of its incorporation or organization. TDY and each of the Transferred Subsidiaries has all requisite corporate power and authority to ownformation, lease and operate its assets and to carry on the Tungsten Materials Business as now being conducted and is duly properly qualified or licensed to do business and is in good standing in the jurisdictions in which the ownership of its property or the conduct of the Tungsten Materials Business requires such qualification or license, except every jurisdiction where the failure to be so qualified, licensed maintain such qualification or in good standing would not, in the aggregate, could reasonably be expected to have result in a Material Adverse Effect. (b) Section 3.1 of the Seller’s Disclosure Schedule sets forth for each of the Transferred Subsidiaries (i) its jurisdiction of incorporation, (ii) the number of authorized, issued and outstanding shares of each class of its share The authorized capital or other authorized, issued and outstanding equity interests, as applicable, the names of the record owner thereof, and the number of shares or percentage interests, as applicable, held by each such record owner of such share capital and (iii) the directors, secretary and accounting reference date and registered Encumbrances related thereto, as of the date hereof. All of the issued share capital of the each of the Transferred Subsidiaries has been validly issued in accordance with applicable Law and is, or as of immediately prior to Closing will be, fully paid, nonassessable (to the extent such term is applicable to the share capital of a Transferred Subsidiary) and free and clear of any Encumbrances. All of the issued and outstanding share capital or other equity interests of each Transferred Subsidiary is legally and beneficially owned by the holders set forth in Section 3.1 of the Seller’s Disclosure Schedule free and clear of any Encumbrances. Except as set forth in Section 3.1 of the Seller’s Disclosure Schedule, there are no shares of common stock, preferred stock or other equity interests of any Transferred Subsidiary authorizedNRG Newark is as set forth on Schedule 4.1(b). All issued and outstanding shares of capital stock of NRG Newark are duly authorized and validly issued, reservedfully paid, issued or outstandingnonassessable, free and clear of all Liens other than those granted under the Newark Security Documents, and there such shares were issued in compliance with all applicable state, federal and foreign Laws concerning the issuance of securities or, if the issuance of such shares is not is compliance with such Laws, such non-compliance could not reasonably be expected to result in a Material Adverse Effect. No shares of the capital stock of or other equity interests of NRG Newark, other than those described above, are issued and outstanding. There are no preemptive rights or other outstanding rights, options, warrants, puts, calls conversion rights or other similar agreements with respect thereto (a) convertible or exchangeable into or exercisable understandings for any securities of any Transferred Subsidiary or (b) requiring or giving any Person rights with respect to the issuance, transfer, redemption, purchase or acquisition from NRG Newark of any shares of capital stock (or other securities or other equity securitiesinterests of NRG Newark. (ii) of any As of the Transferred Subsidiaries. The Transferred Subsidiaries are Additional Funding Date, the authorized capital stock or other equity interests of NRG Xxxxxx is as set forth on Section 3.1(b) of the Seller’s Disclosure ScheduleSchedule 4.1(b). As of the Closing Additional Funding Date, there will not be any Subsidiaries all issued and outstanding shares of Stellram UK or Stellram France that capital stock of NRG Xxxxxx are not Transferred Subsidiaries. (c) During the applicable period during which each of Stellram UK duly authorized and Stellram France has been a Subsidiary of TDY and its Affiliatesvalidly issued, all prior transfers of the Shares were made in accordance with all applicable Laws. Delivery of the Shares as contemplated in this Agreement and the Related Agreements shall convey Buyer legal and beneficial title to the Shares fully paid, nonassessable, free and clear of all Encumbrances Liens other than those granted under the Xxxxxx Security Documents, and any claim such shares were issued in compliance with all applicable state, federal and foreign Laws concerning the issuance of securities or, if the issuance of such shares is not is compliance with such Laws, such non-compliance could not reasonably be expected to result in a Material Adverse Effect. As of the Share Sellers Additional Funding Date, no shares of the capital stock of or other equity interests of NRG Xxxxxx, other than those described above, are issued and outstanding. As of the Additional Funding Date, there are no preemptive or other outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition from NRG Xxxxxx of any shares of capital stock or other Personsecurities or other equity interests of NRG Xxxxxx.