Capitalization of the Company; Title to Securities. The authorized capital stock of the Company consists of 50,000 shares of common stock, par value $1.00 per share (“Company Common Stock”), of which 1,000 shares are issued and outstanding. No preferred stock is authorized. Shareholder is the record and beneficial owner and holder of all of the Securities, free and clear of all Encumbrances, and at the Closing will have the right to transfer the same to Buyer. All of the Securities have been duly authorized and validly issued and are fully paid and non-assessable. There are no agreements or other Documents (other than this Agreement and the Company’s By-Laws) relating to the issuance, sale or transfer of any equity securities of the Company. None of the Securities were issued in violation of the Securities Act, or any state securities Laws.