Common use of 03Capitalization Clause in Contracts

03Capitalization. (a) The authorized capital stock of the Company consists of one million (1,000,000) shares of Common Stock, par value $0.001 per share, of which 100 shares are issued and outstanding, and are all owned by the Seller. All of the Shares have been duly authorized, are validly issued, fully paid and non-assessable, and are owned of record and beneficially by the Seller, free and clear of all Encumbrances. Upon consummation of the transactions contemplated by this Agreement, the Buyer will still own all of the Shares, free and clear of all Encumbrances. Seller is also the sole owner of all of the issued and outstanding capital stock of Electrogistics and owns all of such shares of capital stock free and clear of all Encumbrances. Upon consummation of the transactions contemplated by this Agreement, Seller will still be the sole owner of all of the issued and outstanding capital stock of Electrogistics, with full right, title and interest to cause the sale of the assets of Electrogistics to the Buyer upon exercise, if any, of the Option by the Buyer pursuant to the terms of the Option Agreement. (b) All of the Shares were issued in compliance with applicable Laws. None of the Shares were issued in violation of any agreement, arrangement or commitment to which the Seller or the Company is a party or is subject to or in violation of any preemptive or similar rights of any Person. (c) There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the capital stock of the Company or obligating the Seller or the Company to issue or sell any shares of capital stock of, or any other interest in, the Company. The Company does not have outstanding or authorized any stock appreciation, phantom stock, profit participation or similar rights. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Shares.

03Capitalization. (a) The authorized capital stock of the Company Corporation consists of one million (1,000,000) an unlimited number of Class A shares of Common Stock, par value $0.001 per share, of which 100 shares only the Shares are issued and outstanding, outstanding and are all owned constitute the Shares to be purchased by the SellerPurchaser subject to the terms and conditions of this Agreement. All of the Shares have been duly authorized, are validly issued, fully paid and non-assessable, and are owned Vendor is the registered and beneficial owner of record and beneficially by the SellerShares, free and clear of all Encumbrances. Upon consummation of the transactions contemplated by this Agreement, the Buyer will still Purchaser shall own all of the Shares, free and clear of all Encumbrances. Seller is also the sole owner . (b) The authorized capital of all EB Rental consists of the 1,500 shares of Common Stock with no par value, of which only 100 shares are issued and outstanding capital stock (the “EB Rental Shares”). All the EB Rental Shares have been duly authorized, are validly issued, fully paid and non-assessable, and the Corporation is the registered and beneficial owner of Electrogistics and owns all of such shares of capital stock the EB Rental Shares, free and clear of all Encumbrances. Upon consummation of the transactions contemplated by this Agreement, Seller will still be the sole owner of all of the issued and outstanding capital stock of Electrogistics, with full right, title and interest to cause the sale of the assets of Electrogistics to the Buyer upon exercise, if any, of the Option by the Buyer pursuant to the terms of the Option Agreement. (bc) All of the Shares and EB Rental Shares were issued in compliance with applicable Laws. None of the Shares or EB Rental Shares were issued in violation of any agreement, arrangement or commitment to which the Seller Vendor or the Company a Target Corporation is a party or is subject to or in violation of any preemptive or similar rights of any Person. (cd) There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to any shares in the capital stock of the Company Target Corporations or obligating the Seller Vendor or the Company Target Corporations to issue or sell any shares of capital stock of, or any other interest in, the CompanyTarget Corporations. The Company does Target Corporations do not have outstanding or authorized any stock share appreciation, phantom stockshare, profit participation or similar rights. There are no voting truststrusts or agreements, stockholder pooling agreements, unanimous shareholder agreements or other shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Shares or EB Rental Shares.