Common use of TRANSACTIONS IN CAPITAL STOCK, ORGANIZATION ACCOUNTING Clause in Contracts

TRANSACTIONS IN CAPITAL STOCK, ORGANIZATION ACCOUNTING. Except for the Other Agreements and except as set forth in the Draft Registration Statement or in Schedule 6.3 hereof, (i) no option, warrant, call, conversion right or commitment of any kind exists which obligates Pentacon or Newco to issue any of their respective authorized but unissued capital stock; (ii) no voting trust, voting agreement, proxy or other agreements or understandings exist with respect to the voting of any shares of capital stock of Pentacon; and (iii) neither Pentacon nor Newco has any obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its equity securities or any interests therein or to pay any dividend or make any distribution in respect thereof. Schedule 6.4 also includes a list of all outstanding options, warrants or other rights to acquire shares of the stock of Pentacon.