Common use of Capitalization of the Company Clause in Contracts

Capitalization of the Company. (a) The authorized capital stock of the Company consists of 10,000,000 shares of common stock of which 392,825 shares are issued and outstanding, and 10,000,000 shares of Series A Preferred Stock of which 3,066,923 shares are issued and outstanding. The Shares constitute all of the issued and outstanding Equity Interests of the Company. The Shares (i) have been duly authorized, (ii) are validly issued, fully-paid, and non-assessable, and (iii) were not issued in violation of any preemptive right, subscription right, right of first refusal, or applicable Law. Except for this Agreement and as set forth on Schedule 3.4(a), there are no (i) equity interests, profit interests or voting securities in the Company (except for the Company’s interest in its Subsidiary), (ii) securities convertible or exchangeable into any equity interest or profit interests of the Company, and (iii) outstanding options, warrants, rights, calls, convertible securities, or other Contracts obligating the Company to issue, transfer, sell, repurchase, or redeem any Equity Interests of the Company, including the Shares. Except as set forth on Schedule 3.4(a), there are no outstanding or authorized stock appreciation, phantom, or similar rights with respect to the Company. Except as set forth on Schedule 3.4(a), there are no voting trusts, shareholders agreements, proxies, or other Contracts or understandings in effect with respect to the voting or transfer of any of the Shares or any other equity interests in the Company. The Company owns one hundred percent (100%) of the membership interests in PROFleet LLC, a Delaware limited liability company (“PROFleet”), as its sole subsidiary. Such membership interest constitutes all of the issued and outstanding Equity Interests of PROFleet. The Equity Interests of PROFleet (i) have been duly authorized, (ii) are validly issued, fully-paid, and non-assessable, and (iii) were not issued in violation of any preemptive right, subscription right, right of first refusal, or applicable Law. There are no other (i) equity interests, profit interests or voting securities in PROFleet, (ii) securities convertible or exchangeable into any equity interest or profit interests of PROFleet, or (iii) outstanding options, warrants, rights, calls, convertible securities, or other Contracts obligating PROFleet to issue, transfer, sell, repurchase, or redeem any of its Equity Interests. There are no accrued, but unpaid, dividends with respect to any membership interests, equity interests, or other securities of PROFleet. There are no voting trusts, shareholders agreements, proxies, or other Contracts or understandings in effect with respect to the voting or transfer of any of the membership interests or any other Equity Interests in PROFleet.

Capitalization of the Company. (a) The authorized capital stock of the Company consists solely of 10,000,000 (a) 35,000,000 Common Shares, par value $0.01 per share, of which 11,652,393 Common Shares were issued and outstanding as of April 23, 2004, and (b) 1,000,000 shares of common stock preferred stock, par value $0.01 per share, 100,000 shares of which 392,825 shares have been designated as Series A Junior Participating Preferred Stock, and none of which are issued and outstandingoutstanding on the date hereof. As of April 23, and 10,000,000 shares of Series A Preferred Stock of which 3,066,923 shares are issued and outstanding. The Shares constitute all of the issued and outstanding Equity Interests of the Company. The Shares 2004, (i) have been duly authorized1,007,239 Common Shares remained available for issuance pursuant to the Company Stock Option Plans and 2,467,832 Common Shares were subject to outstanding Options, and (ii) are validly issued, fully-paid, and non-assessable, and (iii) 1,635,060 Common Shares were not issued held by the Company in violation of any preemptive right, subscription right, right of first refusal, or applicable Lawits treasury. Except for this Agreement and as set forth on Schedule 3.4(a)in this Section 3.04 and the preferred stock purchase rights (the “Rights”) issued pursuant to the Rights Plan, there are no (i) equity interests, profit interests or voting securities in the Company (except for the Company’s interest in its Subsidiary), (ii) securities convertible or exchangeable into not any equity interest or profit interests of the Company, and (iii) outstanding options, warrants, rights, calls, subscriptions, convertible securitiessecurities or other rights, or other Contracts agreements obligating the Company to issue, transfer, sell, repurchasetransfer or sell any shares of capital stock of, or redeem any Equity Interests of other equity interests in, the Company. All issued and outstanding Common Shares are duly authorized, including the Shares. Except as set forth on Schedule 3.4(a)validly issued, there are no outstanding or authorized stock appreciationfully paid, phantomnonassessable and free of preemptive rights, rights of refusal or similar rights with respect to the Company. Except as set forth on Schedule 3.4(a), there are no voting trusts, shareholders agreements, proxies, or other Contracts or understandings in effect with respect to the voting or transfer of any of the Shares or any other equity interests in the Company. The Company owns one hundred percent (100%) of the membership interests in PROFleet LLC, a Delaware limited liability company (“PROFleet”), as its sole subsidiary. Such membership interest constitutes all of the issued and outstanding Equity Interests of PROFleet. The Equity Interests of PROFleet (i) have been duly authorized, (ii) are validly issued, fully-paid, and non-assessable, and (iii) were not issued in violation of any preemptive right, subscription right, right of first refusal, or applicable Lawlimitations. There are no other (i) equity interestsoutstanding obligations of the Company or any of its subsidiaries to repurchase, profit interests redeem or voting securities in PROFleet, (ii) securities convertible or exchangeable into otherwise acquire any equity interest or profit interests shares of PROFleet, or (iii) outstanding options, warrants, rights, calls, convertible securitiescapital stock of, or other Contracts obligating PROFleet to issueequity interests in, transfer, sell, repurchase, or redeem any of its Equity Intereststhe Company. There are no accruedcontracts, but unpaidcommitments or agreements relating to the voting, dividends purchase or sale of Common Shares (i) between or among the Company and any of its stockholders except for the Stock Option Plans and the agreements executed thereunder and any support agreements entered into in connection with respect to any membership interests, equity intereststhe Transactions at the request of Parent or Merger Sub, or other securities of PROFleet. There are no voting trusts, shareholders agreements, proxies, or other Contracts or understandings in effect with respect (ii) to the voting Company’s knowledge, and except as specifically disclosed in any forms, reports, statements or transfer of schedules filed by a third-party with the SEC, among any of the membership interests Company’s stockholders or between any of the Company’s stockholders and any third party. The Stock Option Plans and the agreements evidencing options granted thereunder do not prohibit the acceleration and cancellation of outstanding Options and the termination of the Stock Option Plans as contemplated by Section 2.02(b) of this Agreement, and do not require the consent or approval of the holders of the outstanding Options, the Company’s stockholders, or any other Equity Interests party to effect such acceleration, cancellation and termination except for the action of the Company Board described in PROFleetSection 2.02(b). All outstanding Common Shares and all Options granted pursuant to the Stock Option Plans were issued in compliance with all applicable federal and state securities Laws.

Capitalization of the Company. (a) The As of the date of this Agreement, the Company has an authorized capitalization as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Capitalization;” all the outstanding shares of capital stock of the Company consists of 10,000,000 have been duly and validly authorized and issued and are fully paid and non-assessable and are not subject to any pre-emptive or similar rights; except as described in or expressly contemplated by the Pricing Disclosure Package and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of common capital stock or other equity interest in the Company, or any contract, commitment, agreement, understanding or arrangement of which 392,825 shares are issued any kind relating to the issuance of any capital stock or other equity interests of the Company, any such convertible or exchangeable securities or any such rights, warrants or options; the capital stock or other equity interests of the Company, as the case may be, conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and outstanding, the Prospectus; and 10,000,000 shares of Series A Preferred Stock of which 3,066,923 shares are issued and outstanding. The Shares constitute all the Company owns 50.4% of the issued and outstanding Equity Interests of JEH LLC Units (the Company. The Shares “JEH LLC Units”) (i) without giving effect to the transactions contemplated by this Agreement); such JEH LLC Units have been duly authorized, (ii) are and validly authorized and issued, fully-paid, fully paid and non-assessable, and (iii) were not issued in violation of any preemptive right, subscription right, right of first refusal, or applicable Law. Except for this Agreement and as set forth on Schedule 3.4(a), there are no (i) equity interests, profit interests or voting securities in the Company assessable (except for the Company’s interest in its Subsidiary), (ii) securities convertible or exchangeable into any equity interest or profit interests as such nonassessability may be affected by Sections 18-607 and 18-804 of the Company, and Delaware Limited Liability Act (iii) outstanding options, warrants, rights, calls, convertible securities, or other Contracts obligating the Company to issue, transfer, sell, repurchase, or redeem any Equity Interests of the Company, including the Shares. Except as set forth on Schedule 3.4(a), there are no outstanding or authorized stock appreciation, phantom, or similar rights with respect to the Company. Except as set forth on Schedule 3.4(a), there are no voting trusts, shareholders agreements, proxies, or other Contracts or understandings in effect with respect to the voting or transfer of any of the Shares or any other equity interests in the Company. The Company owns one hundred percent (100%) of the membership interests in PROFleet LLC, a “Delaware limited liability company (“PROFleetLLC Act”), as its sole subsidiary. Such membership interest constitutes all of the issued and outstanding Equity Interests of PROFleet. The Equity Interests of PROFleet (i) have been duly authorized, (ii) are validly issued, fully-paidapplicable, and non-assessablelimited to the extent set forth in JEH LLC’s organizational documents) and are owned by the Company, free and (iii) were not issued in violation clear of any preemptive rightlien, subscription rightcharge, right of first refusalencumbrance, or applicable Law. There are no other (i) equity interestssecurity interest, profit interests or voting securities in PROFleet, (ii) securities convertible or exchangeable into any equity interest or profit interests of PROFleet, or (iii) outstanding options, warrants, rights, calls, convertible securities, or other Contracts obligating PROFleet to issue, transfer, sell, repurchase, or redeem any of its Equity Interests. There are no accrued, but unpaid, dividends with respect to any membership interests, equity interests, or other securities of PROFleet. There are no voting trusts, shareholders agreements, proxies, or other Contracts or understandings in effect with respect to the restriction on voting or transfer of any of the membership interests or any other Equity Interests in PROFleetclaim of any third party, except as may exist pursuant to that certain Credit Agreement, dated as of December 31, 2009, among Xxxxx Energy Holdings, LLC, as Borrower, Xxxxx Fargo Bank, N.A., as Administrative Agent, Xxxxx Fargo Securities, LLC, as Sole Lead Arranger and Sole Bookrunner, and the lenders thereto, as amended through the date hereof (the “Credit Agreement”).

Capitalization of the Company. (a) The Company's authorized capital stock of the Company consists of 10,000,000 shares of common stock of which 392,825 shares are issued and outstanding, and 10,000,000 5,000 shares of Series A preferred stock, par value $.01 per share ("Series A Preferred"), 3,010 shares of Series B preferred stock, par value $.01 per share ("Series B Preferred" and together with the Series A Preferred, the "Preferred Stock Stock"), 5,000,000 shares of Class A common stock, par value $.01 per share ("Class A Common") and 1,000,000 shares of Class B common stock, par value $.01 per share ("Class B Common" and together with the Class A Common, the "Common Stock"), of which 3,066,923 1,990 shares of Series A Preferred, 3,010 shares of Series B Preferred and 1,000,000 shares of Class A Common are issued and outstanding. The Shares constitute all outstanding on the date hereof and held of record and beneficially by the issued and outstanding Equity Interests of the Company. The Shares (i) have been duly authorized, (ii) are validly issued, fully-paid, and non-assessable, and (iii) were not issued in violation of any preemptive right, subscription right, right of first refusal, or applicable Law. Except for this Agreement and Stockholders as set forth on Schedule 3.4(a-------- I. All such issued and outstanding Shares have been, and on the Closing Date - will be, duly authorized and validly issued and are, or will be on the Closing Date, fully paid and non-assessable. No Shares were issued in violation of the terms of any agreement or understanding binding upon the Company or the Subsidiaries, and all Shares were issued in compliance with all applicable federal and state securities laws and regulations. Except for (a) the Shares listed on Schedule I hereto and (b) the stock options described on Schedule II ---------- ----------- attached hereto (the "Outstanding Stock Options"), there are no not, and on the Closing Date there will not be, outstanding (i) equity interestsany options, profit interests warrants or voting securities in other rights to purchase from the Company (except for any capital stock of the Company’s interest in its Subsidiary), ; (ii) any securities convertible into or exchangeable into any equity interest or profit interests for shares of the Company, and such stock; (iii) outstanding any stock appreciation rights, phantom stock or other similar rights or plans or (iv) any other commitments of any kind for the issuance of additional shares of capital stock or options, warrants, rights, calls, convertible securities, or other Contracts obligating the Company to issue, transfer, sell, repurchase, or redeem any Equity Interests of the Company, including the Shares. Except as set forth on Schedule 3.4(a), there are no outstanding or authorized stock appreciation, phantom, or similar rights with respect to the Company. Except as set forth on Schedule 3.4(a), there are no voting trusts, shareholders agreements, proxies, or other Contracts or understandings in effect with respect to the voting or transfer of any of the Shares or any other equity interests in the Company. The Company owns one hundred percent (100%) of the membership interests in PROFleet LLC, a Delaware limited liability company (“PROFleet”), as its sole subsidiary. Such membership interest constitutes all of the issued and outstanding Equity Interests of PROFleet. The Equity Interests of PROFleet (i) have been duly authorized, (ii) are validly issued, fully-paid, and non-assessable, and (iii) were not issued in violation of any preemptive right, subscription right, right of first refusal, or applicable Law. There are no other (i) equity interests, profit interests or voting securities in PROFleet, (ii) securities convertible or exchangeable into any equity interest or profit interests of PROFleet, or (iii) outstanding options, warrants, rights, calls, convertible securities, or other Contracts obligating PROFleet to issue, transfer, sell, repurchase, or redeem any of its Equity Interests. There are no accrued, but unpaid, dividends with respect to any membership interests, equity interests, warrants or other securities of PROFleetthe Company. There are no voting trusts, shareholders agreements, proxies, or other Contracts or understandings in effect with respect to the voting or transfer of any As of the membership interests or any other Equity Interests Closing Date, the Company shall have redeemed the Outstanding Stock Options in PROFleetaccordance with the redemption agreements between the Company and each Option Holder which are attached hereto as Exhibits B, C and D (the "Redemption ------------------- Agreements").

Capitalization of the Company. (a) The authorized capital stock Interests of the Company consists of 10,000,000 shares of common stock Metal Resources consist of: (i) 400,000 Series A Preferred Units, of which 392,825 shares 400,000 are issued and outstanding, (ii) 400,000 Series A-1 Preferred Units, of which 400,000 are issued and outstanding, (iii) 400,000 Series B Preferred Units, of which 400,000 are issued and outstanding, (iv) 259,261 Series D Preferred Units, of which 259,261 are issued and outstanding, and 10,000,000 shares of (v) 258,484 Series A Preferred Stock C Common Units, of which 3,066,923 shares 258,484 are issued and outstanding. All of the issued and outstanding Interests were duly authorized and validly issued and are fully paid and nonassessable. None of the issued and outstanding Interests were issued in violation of any Law. The Shares constitute Sellers collectively are and will be at the Closing the record and beneficial owners and holders of all of the issued and outstanding Equity Interests Interests, free and clear of all Encumbrances other than the Company. The Shares (i) have been duly authorizedPermitted Restrictions, (ii) are validly issued, fully-paid, and non-assessable, and (iii) were not issued in violation of any preemptive right, subscription right, right of first refusal, or applicable Law. Except for this Agreement and as set forth on Schedule 3.4(a), there are no (i) equity interests, profit interests or voting securities in the Company (except for the Company’s interest in its Subsidiary), (ii) securities convertible or exchangeable into any equity interest or profit interests of the Company, and (iii) outstanding options, warrants, rights, calls, convertible securities, or other Contracts obligating the Company to issue, transfer, sell, repurchase, or redeem any Equity Interests of the Company, including the Sharesdefined below. Except as set forth on Schedule 3.4(a)3.3, there are no outstanding or authorized stock appreciation, phantom, or similar rights with respect contracts relating to the Company. Except as set forth on Schedule 3.4(a)issuance, there are no voting trusts, shareholders agreements, proxies, or other Contracts or understandings in effect with respect to the voting sale or transfer of any of the Shares Interests or any other equity interests in or equity-based securities of the Company. The Company Metal Resources owns one hundred percent (100%) of the membership interests in PROFleet LLC, a Delaware limited liability company (“PROFleet”), as its sole subsidiary. Such membership interest constitutes all interests of the Company ("Company Membership Interests"). The Interests and the Company Membership Interests are validly issued and outstanding Equity Interests and are owned beneficially and of PROFleet. The Equity Interests record by Sellers and Metal Resources, respectively, free and clear of PROFleet any mortgage, security interest, pledge, lien, charge, claim, lease, conditional sale or other title retention agreement, easement, limitation, commitment, encroachment, restriction or other encumbrance (ieach an "Encumbrance" and collectively, the "Encumbrances") have been duly authorizedother than as provided in Metal Resources' and the Company's Certificates of Formation, the Metal LLC Agreement, the Company's Limited Liability Company Agreement (ii) are validly issued"Company LLC Agreement"), fully-paidthe Delaware Limited Liability Company Act, as amended, the Securities Act of 1933, as amended, and non-assessableany state securities laws (collectively, the "Permitted Restrictions"). Except as set forth on Schedule 3.3, no limited liability company membership interests of Metal Resources or the Company are reserved for issuance, and (iii) were not there are no issued in violation of any preemptive rightand outstanding contracts, subscription rightdemands, right commitments, options, warrants, rights of first refusal, offers, subscriptions, preemptive rights, claims of any character or applicable Law. There are no other (i) equity interests, profit interests agreements or voting securities in PROFleet, (ii) securities convertible understandings to which Metal Resources or exchangeable into any equity interest or profit the Company is bound relating to the limited liability company membership interests of PROFleetMetal Resources or the Company (including, without limitation, the Interests or (iiithe Company Membership Interests) outstanding options, warrants, rights, calls, convertible securities, or other Contracts obligating PROFleet pursuant to issuewhich Metal Resources or the Company is or may become obligated to sell, transfer, sellassign, repurchase, issue or redeem exchange any of its Equity Interests. There are no accrued, but unpaid, dividends with respect to any limited liability company membership interests, equity interestsor by which any person or entity has any right to acquire an interest in any limited liability company membership interests of Metal Resources or the Company. Except as provided in the Metal LLC Agreement or Company LLC Agreement, or other securities as set forth on Schedule 3.3, no portion of PROFleet. There the Interests or the Company Membership Interests are no subject, and neither Sellers nor Metal Resources is a party to, any voting truststrust, shareholders agreements, proxies, proxy or other Contracts contract, agreement, arrangement, commitment or understandings in effect with respect to the voting or transfer of any of the membership interests or any other Equity Interests in PROFleetunderstanding relating thereto.

Capitalization of the Company. (a) The After giving effect to the Reorganization, the Company will have an authorized capitalization as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Capitalization;” all the outstanding shares of capital stock of the Company consists of 10,000,000 have been duly and validly authorized and issued and are fully paid and non-assessable and are not subject to any pre-emptive or similar rights; except as described in or expressly contemplated by the Pricing Disclosure Package and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of common capital stock or other equity interest in the Company, or any contract, commitment, agreement, understanding or arrangement of which 392,825 shares are issued any kind relating to the issuance of any capital stock or other equity interests of the Company, any such convertible or exchangeable securities or any such rights, warrants or options; the capital stock or other equity interests of the Company, as the case may be, conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and outstandingthe Prospectus; and, and 10,000,000 shares of Series A Preferred Stock of which 3,066,923 shares are issued and outstanding. The Shares constitute all after giving effect to the Reorganization, the Company will own [·]% of the issued and outstanding Equity Interests JEH LLC Units (or such additional amount to reflect the exercise of the Company. The Underwriters’ option to purchase Option Shares (i) have been pursuant to Section 2 hereof); such JEH LLC Units will be duly authorized, (ii) are and validly authorized and issued, fully-paid, fully paid and non-assessableassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act, as applicable, and (iii) were not issued in violation of any preemptive right, subscription right, right of first refusal, or applicable Law. Except for this Agreement and as limited to the extent set forth on Schedule 3.4(a), there are no (iin JEH LLC’s organizational documents) equity interests, profit interests or voting securities in the Company (except for the Company’s interest in its Subsidiary), (ii) securities convertible or exchangeable into any equity interest or profit interests of and will be owned by the Company, free and (iii) outstanding optionsclear of any lien, warrantscharge, rightsencumbrance, callssecurity interest, convertible securities, or other Contracts obligating the Company to issue, transfer, sell, repurchase, or redeem any Equity Interests of the Company, including the Shares. Except as set forth restriction on Schedule 3.4(a), there are no outstanding or authorized stock appreciation, phantom, or similar rights with respect to the Company. Except as set forth on Schedule 3.4(a), there are no voting trusts, shareholders agreements, proxies, or other Contracts or understandings in effect with respect to the voting or transfer of any of the Shares or any other equity interests in the Company. The Company owns one hundred percent (100%) claim of the membership interests in PROFleet any third party, except as may exist pursuant to that certain Credit Agreement, dated as of December 31, 2009, among Xxxxx Energy Holdings, LLC, a Delaware limited liability company as Borrower, Xxxxx Fargo Bank, N.A., as Administrative Agent, Xxxxx Fargo Securities, LLC, as Sole Lead Arranger and Sole Bookrunner, and the lenders thereto, as amended through the date hereof (the “PROFleetCredit Agreement”), and that certain Second Lien Credit Agreement, dated as its sole subsidiary. Such membership interest constitutes all of the issued December 31, 2009, among Xxxxx Energy Holdings, LLC, as Borrower, Xxxxx Fargo Energy Capital, Inc., as Administrative Agent, Xxxxx Fargo Securities, LLC, as Sole Lead Arranger and outstanding Equity Interests of PROFleet. The Equity Interests of PROFleet (i) have been duly authorized, (ii) are validly issued, fully-paidSole Bookrunner, and non-assessablethe lenders thereto, and as amended through the date hereof (iii) were not issued in violation of any preemptive right, subscription right, right of first refusal, or applicable Law. There are no other (i) equity interests, profit interests or voting securities in PROFleet, (ii) securities convertible or exchangeable into any equity interest or profit interests of PROFleet, or (iii) outstanding options, warrants, rights, calls, convertible securities, or other Contracts obligating PROFleet to issue, transfer, sell, repurchase, or redeem any of its Equity Interests. There are no accrued, but unpaid, dividends with respect to any membership interests, equity interests, or other securities of PROFleet. There are no voting trusts, shareholders agreements, proxies, or other Contracts or understandings in effect with respect to the voting or transfer of any of the membership interests or any other Equity Interests in PROFleet“Term Loan”).

Capitalization of the Company. The Company has authorized (a) The authorized capital stock of the Company consists of 10,000,000 200,000,000 shares of common stock Common Stock, 121,141,392 of which 392,825 shares are issued and outstanding, and 10,000,000 (b) 4,995,000 shares of series B Preferred Stock, 0 of which are issued and outstanding and (c) 5,000 shares of Series A Preferred Stock Stock, all of which 3,066,923 shares are has been issued and outstandingsubsequently converted to Common Stock (together with the Common Stock the “Capital Stock”). The Shares constitute all All of the issued and outstanding Equity Interests shares of the CompanyCapital Stock are duly authorized, validly issued, fully paid, non-assessable and, except for the Series B Stock, free of preemptive rights. The Shares There are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any of its securities excluding the Investors. There are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or registration of any shares of Capital Stock. As of the date hereof, (i) have been duly authorized, (ii) are validly issued, fully-paid, and non-assessable, and (iii) were not issued in violation of any preemptive right, subscription right, right of first refusal, or applicable Law. Except for this Agreement and as set forth on Schedule 3.4(a), there are no (i) equity interests, profit interests or voting securities in the Company (except for the Company’s interest in its Subsidiary), (ii) securities convertible or exchangeable into any equity interest or profit interests of the Company, and (iii) outstanding options, warrants, rightsscrip, callsrights to subscribe to, convertible securitiescalls or commitments of any character whatsoever relating to, or other Contracts obligating securities or rights convertible into, any shares of capital stock of the Company to issue, transfer, sell, repurchaseor any of its subsidiaries, or redeem contracts, commitments, understandings or arrangements by which the Company or any Equity Interests of its subsidiaries is or may become bound to issue additional shares of capital stock of the CompanyCompany or any of its subsidiaries or options, including warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Shares. Except as set forth on Schedule 3.4(a)Company or any of its subsidiaries, (ii) there are no outstanding or authorized stock appreciationdebt securities, phantom, or similar rights with respect to the Company. Except as set forth on Schedule 3.4(a), (iii) there are no voting trusts, shareholders agreements, proxies, agreements or other Contracts arrangements under which the Company or understandings in effect with respect any of its subsidiaries is obligated to register the voting or transfer sale of any of their securities under the Shares Securities Act, and (iv) there are no outstanding registration statements and there are no outstanding comment letters from the Commission or any other equity interests in the Company. The Company owns one hundred percent (100%) of the membership interests in PROFleet LLC, a Delaware limited liability company (“PROFleet”), as its sole subsidiary. Such membership interest constitutes all of the issued and outstanding Equity Interests of PROFleet. The Equity Interests of PROFleet (i) have been duly authorized, (ii) are validly issued, fully-paid, and non-assessable, and (iii) were not issued in violation of any preemptive right, subscription right, right of first refusal, or applicable Lawregulatory agency. There are no other (i) equity interests, profit interests securities or voting securities in PROFleet, (ii) securities convertible instruments containing anti-dilution or exchangeable into any equity interest or profit interests of PROFleet, or (iii) outstanding options, warrants, rights, calls, convertible securities, or other Contracts obligating PROFleet to issue, transfer, sell, repurchase, or redeem any of its Equity Interests. There are no accrued, but unpaid, dividends with respect to any membership interests, equity interests, or other securities of PROFleet. There are no voting trusts, shareholders agreements, proxies, or other Contracts or understandings in effect with respect to similar provisions that will be triggered by the voting or transfer of any issuance of the membership interests or any other Equity Interests Preferred Stock as described in PROFleetthis Agreement.

Capitalization of the Company. (ai) The authorized authorized, issued and outstanding shares of all classes of capital stock of the Company consists is set forth in Schedule 3.3 hereto. Upon issuance, the Shares will constitute 51.0% of 10,000,000 the aggregate voting power of all the issued and outstanding voting securities of the Company on a fully diluted basis (i.e., after giving effect to the exercise of all options, warrants, or similar rights to acquire shares of common stock of which 392,825 shares are issued and outstandingCommon Stock, and 10,000,000 shares of Series A Preferred Stock of which 3,066,923 shares are issued and outstandingother than the Note). The Shares constitute all have been duly authorized for issuance and sale to Spotless pursuant to the terms of this Agreement, and, upon payment of the Purchase Price and delivery of the certificates representing the Shares, the Shares will be validly issued and fully paid and nonassessable. The issuance of the Shares is not subject to any preemptive or other similar rights. Except as set forth in Schedule 3.3, the shares of Common Stock or Series B Preferred to be issued upon conversion of the Note, as the case may be, and the shares of Common Stock to be issued upon conversion of the Series B Preferred will be, upon any such conversion, duly authorized, validly issued, fully paid and nonassessable. All of the issued and outstanding Equity Interests shares of capital stock of the Company. The Shares (i) have been Company are duly authorized, (ii) are validly issued, fully-paid, full paid and non-assessable, and (iii) were not issued in violation of any preemptive right, subscription right, right of first refusal, or applicable Lawnonassessable. Except for this Agreement and as set forth on disclosed in Schedule 3.4(a)3.3 hereto, there are no agreements, arrangements or understandings (i) equity interestsincluding, profit interests without limitation, options or voting securities in warrants), to which the Company (except is a party, or by which the Company is bound relating to the issuance, acquisition or disposition of any shares of capital stock of the Company or any interest therein, and there are no agreements, arrangements or understandings to which the Company is a party or by which it is bound relating to the repurchase or redemption of any shares of its capital stock. Except for the Company’s interest in its Subsidiary), (ii) securities convertible or exchangeable into any equity interest or profit interests of the Company, and (iii) outstanding options, warrants, rights, calls, convertible securities, or warrants and other Contracts obligating the Company to issue, transfer, sell, repurchase, or redeem any Equity Interests of the Company, including the Shares. Except as set forth rights listed on Schedule 3.4(a)3.3 hereto, there are no outstanding options, warrants or authorized stock appreciation, phantomother rights to subscribe for or purchase, or similar rights with respect to securities convertible into or exchangeable for, shares of the Company. Except as set forth on Schedule 3.4(a)'s capital stock, and there are no voting trusts, shareholders agreements, proxies, or other Contracts arrangements or understandings in effect with respect to which the voting Company is a party or transfer of any of by which it is bound pursuant to which the Shares Company is or any other equity interests in the Company. The Company owns one hundred percent (100%) of the membership interests in PROFleet LLC, a Delaware limited liability company (“PROFleet”), as its sole subsidiary. Such membership interest constitutes all of the issued and outstanding Equity Interests of PROFleet. The Equity Interests of PROFleet (i) have been duly authorized, (ii) are validly issued, fully-paid, and non-assessable, and (iii) were not issued in violation of any preemptive right, subscription right, right of first refusal, may be required to issue or applicable Law. There are no other (i) equity interests, profit interests or voting securities in PROFleet, (ii) securities convertible or exchangeable into any equity interest or profit interests of PROFleet, or (iii) outstanding options, warrants, rights, calls, convertible securities, or other Contracts obligating PROFleet to issue, transfer, sell, repurchase, or redeem any sell additional shares of its Equity Interests. There are no accrued, but unpaid, dividends with respect to any membership interests, equity interests, or other securities of PROFleet. There are no voting trusts, shareholders agreements, proxies, or other Contracts or understandings in effect with respect to the voting or transfer of any of the membership interests or any other Equity Interests in PROFleetcapital stock.

Capitalization of the Company. (a) The As of the date hereof, the entire authorized capital stock of the Company consists of 10,000,000 of: (i) 1,000,000 shares of common stock Company Common Stock, of which 392,825 100,000 shares are validly issued and outstanding, fully paid and 10,000,000 nonassessable, and no shares are held in treasury and (ii) 5,000,000 shares of Series A Company Preferred Stock Stock, of which 3,066,923 470,000 shares are validly issued and outstanding, fully paid and nonassessable. The Shares constitute all All of the issued and outstanding Equity Interests shares of the Company. The Shares (i) have been 's capital stock are duly authorized, (ii) are validly issued, fully-paid, fully paid and non-assessable, nonassessable and (iii) were not issued in violation free of any preemptive right, subscription right, right of first refusal, or applicable Lawrights in respect thereto. Except for this Agreement and as set forth on Schedule 3.4(a)in Section 3.2(a) of the Company Disclosure Schedule, there are no (i) equity interests, profit interests or voting securities in the Company (except for the Company’s interest in its Subsidiary), (ii) securities convertible or exchangeable into any equity interest or profit interests of the Company, and (iii) outstanding options, warrants, rights, calls, convertible securitiesrights or commitments, or any other Contracts agreements of any character binding on the Company with respect to the issued or unissued capital stock of the Company or obligating the Company to issue, transfer, transfer or sell, or cause to be issued, transferred or sold, any shares of capital stock of, or other equity interests in, the Company or securities convertible into or exchangeable for such shares, or equity interests, or obligating the Company to grant, extend or enter into any such option, warrant, call, right, commitment or other agreement. There are no contractual obligations of the Company to repurchase, redeem or redeem otherwise acquire any Equity Interests shares of capital stock of the Company. After the date hereof, including the Sharesno additional shares of Company Common Stock will have been issued. Except as set forth on Schedule 3.4(a), there are no outstanding or authorized stock appreciation, phantom, or similar rights with respect to in Section 3.2(a) of the Company. Except as set forth on Schedule 3.4(a)Company Disclosure Schedule, there are no voting trusts, shareholders agreements, proxies, proxies or other Contracts agreements or understandings in effect to which the Company or any Stockholder is a party or is bound with respect to the voting or transfer any shares of any capital stock of the Shares or any other equity interests in the Company. The Company owns one hundred percent (100%) of the membership interests in PROFleet LLC, a Delaware limited liability company (“PROFleet”), as its sole subsidiary. Such membership interest constitutes all of the issued and outstanding Equity Interests of PROFleet. The Equity Interests of PROFleet (i) have been duly authorized, (ii) are validly issued, fully-paid, and non-assessable, and (iii) were not issued in violation of any preemptive right, subscription right, right of first refusal, or applicable Law. There are no other (i) equity interests, profit interests or voting securities in PROFleet, (ii) securities convertible or exchangeable into any equity interest or profit interests of PROFleet, or (iii) outstanding options, warrants, rights, calls, convertible securities, or other Contracts obligating PROFleet to issue, transfer, sell, repurchase, or redeem any of its Equity Interests. There are no accrued, but unpaid, dividends with respect to any membership interests, equity interests, or other securities of PROFleet. There are no voting trusts, shareholders agreements, proxies, or other Contracts or understandings in effect with respect to the voting or transfer of any of the membership interests or any other Equity Interests in PROFleet.

Capitalization of the Company. (a) The authorized capital stock As of the Company consists date of 10,000,000 shares of common stock of which 392,825 shares this Agreement, (i) 3,912,359.639 Common Units are issued and outstanding, outstanding and 10,000,000 shares of (ii) 99,907.15 Series A Preferred Stock of which 3,066,923 shares Units are issued and outstanding. The Shares constitute all No bonds, debentures, notes or other instruments or evidence of indebtedness having the right to vote (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matters on which the Securityholders may vote are issued or outstanding. All outstanding Common Units and Series A Preferred Units are duly authorized and validly issued and outstanding Equity Interests of the Company. The Shares (i) have been duly authorized, (ii) are validly issued, fully-paid, and non-assessable, and (iii) were not issued in violation of any preemptive right, subscription right, right of first refusal, or applicable Lawother similar rights. Except for this Agreement as set forth above, as set forth on Company Disclosure Schedule 3.1(b) and as set forth on Company Disclosure Schedule 3.4(a3.1(c), as of the date of this Agreement, there are no outstanding (iA) voting or equity interests, profit interests or voting securities in the Company (except for the Company’s interest in its Subsidiary), (ii) securities convertible or exchangeable into any equity interest or profit interests of the Company; (B) securities of the Company convertible into, and or exchangeable or exercisable for, voting or equity securities of the Company; (iiiC) outstanding options, warrants, calls, rights, callscommitments or agreements to which the Company is a party or by which it is bound, convertible securities, or other Contracts in any case obligating the Company to issue, transferdeliver, sell, repurchasepurchase, redeem or acquire, or redeem any Equity Interests cause to be issued, delivered, sold, purchased, redeemed or acquired, voting or equity securities of the Company, including or obligating the Shares. Except as set forth on Schedule 3.4(a)Company to grant, there extend or enter into any such option, warrant, call, right, commitment or agreement; (D) restricted shares, restricted share units, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are no outstanding or authorized stock appreciation, phantomderivative of, or similar rights with respect to provide economic benefits based, directly or indirectly, on the value or price of, any voting or equity securities or ownership interests in, the Company. Except as set forth on Schedule 3.4(a), there are no ; and (E) voting trusts, shareholders agreements, proxies, or other Contracts similar agreements or understandings in effect to which the Company is a party or by which the Company is bound with respect to the voting or transfer of any securities of the Shares or any other equity interests in the Company. The Company owns one hundred percent (100%) of the membership interests in PROFleet LLC, a Delaware limited liability company (“PROFleet”), as its sole subsidiary. Such membership interest constitutes all of the issued and outstanding Equity Interests of PROFleet. The Equity Interests of PROFleet (i) have been duly authorized, (ii) are validly issued, fully-paid, and non-assessable, and (iii) were not issued in violation of any preemptive right, subscription right, right of first refusal, or applicable Law. There are no other (i) equity interests, profit interests or voting securities in PROFleet, (ii) securities convertible or exchangeable into any equity interest or profit interests of PROFleet, or (iii) outstanding options, warrants, rights, calls, convertible securities, or other Contracts obligating PROFleet to issue, transfer, sell, repurchase, or redeem any of its Equity Interests. There are no accrued, but unpaid, dividends with respect to any membership interests, equity interests, or other securities of PROFleet. There are no voting trusts, shareholders agreements, proxies, or other Contracts or understandings in effect with respect to the voting or transfer of any of the membership interests or any other Equity Interests in PROFleet.

Capitalization of the Company. (a) The authorized capital stock of the Company consists of 10,000,000 of: (A) 80,000,000 shares of common stock Common Stock of which 392,825 4,693,337 shares are issued and outstanding, out- standing; and 10,000,000 (B) 7,500,000 shares of preferred stock, par value $.01 per share (the "Preferred Stock"), of which 4,500,000 shares are designated as Series A 9?% Cumulative Convertible Preferred Stock (the "Series A Preferred") and 25,000 shares are designated as Series A Junior Participating Preferred. There are not more than 3,881,261 shares of the Series A Preferred Stock of which 3,066,923 shares are issued and outstanding. The Shares constitute all No other class of capital stock of the issued and outstanding Equity Interests Company is, or, other than the Securities, up to an aggregate of $1,500,000 in value of Class B Preferred offered to the employees of the CompanyCompany (the "Employee Preferred") and such additional number of shares of Class B Preferred as may be agreed to by the Purchasers in writing, at the Closings will be issued. The Shares (i) From the date hereof until the Initial Closing, except for the issuance of the Securities and the Employee Preferred and the exercise of any options or the conversion of the Preferred Stock described in the Disclosure Letter, the Company will not issue any shares of its capital stock. All outstanding shares of capital stock of the Company have been duly authorized, (ii) are validly issued, fully-paid, fully paid and non-assessable, nonassessable and (iii) were not have been issued in violation compliance with applicable federal and state securities laws. At the Initial Closing, all of any preemptive rightthe Securities subject to such Closing will be duly authorized and, subscription rightwhen issued in accordance with this Agreement, right will be validly issued, fully paid and nonasses- sable. The stockholders of first refusal, or applicable Law. Except for this Agreement and as set forth on Schedule 3.4(a), there are no (i) equity interests, profit interests or voting securities in the Company (except for the Company’s interest in its Subsidiary), (ii) securities convertible or exchangeable into any equity interest or profit interests of the Company, and (iii) outstanding options, warrants, rights, calls, convertible securities, or other Contracts obligating the Company to issue, transfer, sell, repurchase, or redeem any Equity Interests of the Company, including the Shares. Except as set forth on Schedule 3.4(a), there are have no outstanding or authorized stock appreciation, phantom, preemptive or similar rights with respect to the securities of the Company. Except as set forth on Schedule 3.4(a)in the Disclosure Letter, there are no voting trusts, shareholders agreements, proxies, or other Contracts or understandings in effect with respect to the voting or transfer of any of the Shares or any other equity interests in the Company. The Company owns one hundred percent (100%) of the membership interests in PROFleet LLC, a Delaware limited liability company (“PROFleet”), as its sole subsidiary. Such membership interest constitutes all of the issued and outstanding Equity Interests of PROFleet. The Equity Interests of PROFleet (i) have been duly authorizedsecurities or obligations of the Company (other than the Series A Preferred) convertible into or exchangeable for any capital stock of the Company, (ii) are validly issuedwarrants (other than 414,105 warrants), fully-paid, and non-assessable, and rights (iii) were not issued in violation of any preemptive right, subscription right, right of first refusalother than 4,693,337 Rights), or applicable Law. There are no other (i) equity interests, profit interests options to subscribe for or voting securities in PROFleet, (ii) securities purchase from the Company any such capital stock or any such convertible or exchangeable into any equity interest securities or profit interests of PROFleet, obligations or (iii) outstanding optionsobligations of the Company to issue such shares, any such convertible or exchangeable securities or obligations, or any such warrants, rights, calls, convertible securities, rights or other Contracts obligating PROFleet to issue, transfer, sell, repurchase, or redeem any of its Equity Interests. There are no accrued, but unpaid, dividends with respect to any membership interests, equity interests, or other securities of PROFleet. There are no voting trusts, shareholders agreements, proxies, or other Contracts or understandings in effect with respect to the voting or transfer of any of the membership interests or any other Equity Interests in PROFleetoptions.

Capitalization of the Company. (a) The As of the date of this Agreement, the Company has an authorized capitalization as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Capitalization;” all the outstanding shares of capital stock of the Company consists of 10,000,000 have been duly and validly authorized and issued and are fully paid and non-assessable and are not subject to any pre-emptive or similar rights; except as described in or expressly contemplated by the Pricing Disclosure Package and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of common capital stock or other equity interest in the Company, or any contract, commitment, agreement, understanding or arrangement of which 392,825 shares are issued any kind relating to the issuance of any capital stock or other equity interests of the Company, any such convertible or exchangeable securities or any such rights, warrants or options; the capital stock or other equity interests of the Company, as the case may be, conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and outstanding, the Prospectus; and 10,000,000 shares of Series A Preferred Stock of which 3,066,923 shares are issued and outstanding. The Shares constitute all the Company owns 26.2% of the issued and outstanding Equity Interests JEH LLC Units (or such additional amount to reflect the exercise of the Company. The Underwriters’ option to purchase Option Shares (i) pursuant to Section 2 hereof); such JEH LLC Units have been duly authorized, (ii) are and validly authorized and issued, fully-paid, fully paid and non-assessableassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act, as applicable, and (iii) were not issued in violation of any preemptive right, subscription right, right of first refusal, or applicable Law. Except for this Agreement and as limited to the extent set forth on Schedule 3.4(a), there in JEH LLC’s organizational documents) and are no (i) equity interests, profit interests or voting securities in the Company (except for the Company’s interest in its Subsidiary), (ii) securities convertible or exchangeable into any equity interest or profit interests of owned by the Company, free and (iii) outstanding optionsclear of any lien, warrantscharge, rightsencumbrance, callssecurity interest, convertible securities, or other Contracts obligating the Company to issue, transfer, sell, repurchase, or redeem any Equity Interests of the Company, including the Shares. Except as set forth restriction on Schedule 3.4(a), there are no outstanding or authorized stock appreciation, phantom, or similar rights with respect to the Company. Except as set forth on Schedule 3.4(a), there are no voting trusts, shareholders agreements, proxies, or other Contracts or understandings in effect with respect to the voting or transfer of any of the Shares or any other equity interests in the Company. The Company owns one hundred percent (100%) claim of the membership interests in PROFleet any third party, except as may exist pursuant to that certain Credit Agreement, dated as of December 31, 2009, among Xxxxx Energy Holdings, LLC, a Delaware limited liability company as Borrower, Xxxxx Fargo Bank, N.A., as Administrative Agent, Xxxxx Fargo Securities, LLC, as Sole Lead Arranger and Sole Bookrunner, and the lenders thereto, as amended through the date hereof (the “PROFleetCredit Agreement”), as its sole subsidiary. Such membership interest constitutes all of the issued and outstanding Equity Interests of PROFleet. The Equity Interests of PROFleet (i) have been duly authorized, (ii) are validly issued, fully-paid, and non-assessable, and (iii) were not issued in violation of any preemptive right, subscription right, right of first refusal, or applicable Law. There are no other (i) equity interests, profit interests or voting securities in PROFleet, (ii) securities convertible or exchangeable into any equity interest or profit interests of PROFleet, or (iii) outstanding options, warrants, rights, calls, convertible securities, or other Contracts obligating PROFleet to issue, transfer, sell, repurchase, or redeem any of its Equity Interests. There are no accrued, but unpaid, dividends with respect to any membership interests, equity interests, or other securities of PROFleet. There are no voting trusts, shareholders agreements, proxies, or other Contracts or understandings in effect with respect to the voting or transfer of any of the membership interests or any other Equity Interests in PROFleet.

Capitalization of the Company. The authorized, issued and outstanding shares of all classes of capital stock of the Company, and the record and beneficial ownership thereof, is set forth in Section 4.3 of the Disclosure Schedule (a) the "Outstanding Shares"). Section 4.3 of the Disclosure Schedule also sets forth, with respect to each Stock Option, the name of each Option Holder, the number of Stock Options held by such Option Holder, the date on which each Stock Option was granted, and the Strike Price of each Stock Option. The authorized Outstanding Shares and the Options together constitute 100% of the issued and outstanding shares of the capital stock of the Company consists on a fully diluted basis (i.e., after giving effect to the exercise of 10,000,000 all options, warrants or similar rights to acquire shares of common stock) and there are no other shares of any class of capital stock authorized, issued or outstanding as of which 392,825 shares are the date hereof. All of the Outstanding Shares were duly and validly authorized and issued and outstandingare fully paid and nonassessable, and 10,000,000 shares of Series A Preferred Stock of which 3,066,923 shares are issued and outstanding. The Shares constitute all except as provided in Section 180.0622(2)(b) of the issued and outstanding Equity Interests Wisconsin Statutes. Except as disclosed in Section 4.3 of the Company. The Shares (i) have been duly authorized, (ii) are validly issued, fully-paid, and non-assessable, and (iii) were not issued in violation of any preemptive right, subscription right, right of first refusal, or applicable Law. Except for this Agreement and as set forth on Schedule 3.4(a)Disclosure Schedule, there are no agreements, arrangements or understandings (i) equity interestsincluding, profit interests without limitation, options or voting securities in rights of first refusal), to which any Shareholder, the Company (except for or any Subsidiary is a party, or by which any Shareholder, the Company’s Company or any Subsidiary is bound relating to the ownership, acquisition or disposition of the Outstanding Shares or any interest in its Subsidiary)therein, (ii) securities convertible and there are no agreements, arrangements or exchangeable into understandings to which any equity interest Shareholder, the Company or profit interests any Subsidiary is a party or by which they are bound relating to the repurchase or redemption of any shares of the Company, and (iii) outstanding options, warrants, rights, calls, convertible securities, or other Contracts obligating the Company to issue, transfer, sell, repurchase, or redeem any Equity Interests of the Company, including the Shares's capital stock. Except as set forth on Schedule 3.4(a)disclosed in Section 4.3 of the Disclosure Schedule, there are no outstanding options, warrants or authorized stock appreciation, phantomother rights to subscribe for or purchase, or similar rights with respect to securities convertible into or exchangeable for, shares of the Company. Except as set forth on Schedule 3.4(a)'s capital stock, there are no voting trusts, shareholders agreements, proxiesarrangements or understandings to which the Company or any Subsidiary is a party or by which they are bound pursuant to which the Company is or may be required to issue or sell additional shares of the Company's capital stock, and no person other than the Shareholders owns or holds any legal, equitable or beneficial interest in or right to any shares of the Company's capital stock or other Contracts or understandings equity interest in effect with respect to the voting or transfer Company of any of the Shares or any other equity interests in the Company. The Company owns one hundred percent (100%) of the membership interests in PROFleet LLC, a Delaware limited liability company (“PROFleet”), as its sole subsidiary. Such membership interest constitutes all of the issued and outstanding Equity Interests of PROFleet. The Equity Interests of PROFleet (i) have been duly authorized, (ii) are validly issued, fully-paid, and non-assessable, and (iii) were not issued in violation of any preemptive right, subscription right, right of first refusal, or applicable Law. There are no other (i) equity interests, profit interests or voting securities in PROFleet, (ii) securities convertible or exchangeable into any equity interest or profit interests of PROFleet, or (iii) outstanding options, warrants, rights, calls, convertible securities, or other Contracts obligating PROFleet to issue, transfer, sell, repurchase, or redeem any of its Equity Interests. There are no accrued, but unpaid, dividends with respect to any membership interests, equity interests, or other securities of PROFleet. There are no voting trusts, shareholders agreements, proxies, or other Contracts or understandings in effect with respect to the voting or transfer of any of the membership interests or any other Equity Interests in PROFleetnature whatsoever.

Capitalization of the Company. (a) The authorized capital stock of the Company consists of 10,000,000 One Thousand Five Hundred Fifty (1,550) shares of common stock stock, without par value, of which 392,825 One Thousand Five Hundred Fifty (1,550) shares are issued and outstanding, and 10,000,000 Five Hundred (500) shares of Series A Preferred Stock preferred stock, with a par value of One Hundred Dollars ($100.00) per share, of which 3,066,923 no shares are issued and outstanding. The Shares constitute all number of shares of common stock issued to each of the Shareholders is accurately set forth on Schedule 4.3 to this Agreement. All issued and outstanding Equity Interests Shares of capital stock in the Company have been duly authorized and validly issued, are fully paid and nonassessable, were issued without violation of any preemptive rights, are free of any preemptive rights and were issued pursuant to a valid exemption from registration under the Securities Act of 1933, as amended, (the "Securities Act"), and all applicable state securities laws. There are no options, warrants, or other rights, nor any agreements, commitments, or arrangements of any kind relating to the subscription to or the issuance, voting, acquisition, sale, repurchase, transfer, or disposition of (i) any capital stock of the Company or securities convertible into or exchangeable for capital stock of the Company, or (ii) any options, warrants, or subscription rights relating to any such capital stock or securities of the Company. The Shares (i) have been duly authorized, (ii) are validly issued, fully-paid, and non-assessable, and (iii) were not issued in violation No Person has any contract or agreement or any right or privilege capable of any preemptive right, subscription right, right of first refusal, or applicable Law. Except for this Agreement and as set forth on Schedule 3.4(a), there are no (i) equity interests, profit interests or voting securities in the Company (except becoming a binding contract for the Company’s interest in its Subsidiary), (ii) securities convertible or exchangeable into purchase from any equity interest or profit interests of the Company, and (iii) outstanding options, warrants, rights, calls, convertible securities, or other Contracts obligating the Company to issue, transfer, sell, repurchase, or redeem any Equity Interests of the Company, including the Shares. Except as set forth on Schedule 3.4(a), there are no outstanding or authorized stock appreciation, phantom, or similar rights with respect to the Company. Except as set forth on Schedule 3.4(a), there are no voting trusts, shareholders agreements, proxies, or other Contracts or understandings in effect with respect to the voting or transfer Shareholders of any of the Shares or any other equity interests in the CompanyShares. The Company owns one hundred percent (100%) consummation of the membership interests transactions contemplated in PROFleet LLCthis Agreement will convey to Gray good title to the Shares free and clear of all Encumbrances, a Delaware limited liability company (“PROFleet”)secxxxxy interests, as its sole subsidiary. Such membership interest constitutes all of the issued and outstanding Equity Interests of PROFleet. The Equity Interests of PROFleet (i) have been duly authorized, (ii) are validly issued, fully-paid, and non-assessable, and (iii) were not issued in violation of any preemptive right, subscription right, right of first refusalcharges, or applicable Law. There are no other (i) equity interests, profit interests or voting securities in PROFleet, (ii) securities convertible or exchangeable into any equity interest or profit interests of PROFleet, or (iii) outstanding options, warrants, rights, calls, convertible securities, or other Contracts obligating PROFleet to issue, transfer, sell, repurchase, or redeem any of its Equity Interests. There are no accrued, but unpaid, dividends with respect to any membership interests, equity interests, or other securities of PROFleet. There are no voting trusts, shareholders agreements, proxies, or other Contracts or understandings in effect with respect to the voting or restrictions on transfer of any of the membership interests or any other Equity Interests in PROFleetnature whatsoever.

Capitalization of the Company. (a) The After giving effect to the Reorganization, the Company will have an authorized capitalization as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Capitalization;” all the outstanding shares of capital stock of the Company consists of 10,000,000 have been duly and validly authorized and issued and are fully paid and non-assessable and are not subject to any pre-emptive or similar rights; except as described in or expressly contemplated by the Pricing Disclosure Package and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of common capital stock or other equity interest in the Company, or any contract, commitment, agreement, understanding or arrangement of which 392,825 shares are issued any kind relating to the issuance of any capital stock or other equity interests of the Company, any such convertible or exchangeable securities or any such rights, warrants or options; the capital stock or other equity interests of the Company, as the case may be, conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and outstandingthe Prospectus; and, and 10,000,000 shares of Series A Preferred Stock of which 3,066,923 shares are issued and outstanding. The Shares constitute all after giving effect to the Reorganization, the Company will own 25.3% of the issued and outstanding Equity Interests JEH LLC Units (or such additional amount to reflect the exercise of the Company. The Underwriters’ option to purchase Option Shares (i) have been pursuant to Section 2 hereof); such JEH LLC Units will be duly authorized, (ii) are and validly authorized and issued, fully-paid, fully paid and non-assessableassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act, as applicable, and (iii) were not issued in violation of any preemptive right, subscription right, right of first refusal, or applicable Law. Except for this Agreement and as limited to the extent set forth on Schedule 3.4(a), there are no (iin JEH LLC’s organizational documents) equity interests, profit interests or voting securities in the Company (except for the Company’s interest in its Subsidiary), (ii) securities convertible or exchangeable into any equity interest or profit interests of and will be owned by the Company, free and (iii) outstanding optionsclear of any lien, warrantscharge, rightsencumbrance, callssecurity interest, convertible securities, or other Contracts obligating the Company to issue, transfer, sell, repurchase, or redeem any Equity Interests of the Company, including the Shares. Except as set forth restriction on Schedule 3.4(a), there are no outstanding or authorized stock appreciation, phantom, or similar rights with respect to the Company. Except as set forth on Schedule 3.4(a), there are no voting trusts, shareholders agreements, proxies, or other Contracts or understandings in effect with respect to the voting or transfer of any of the Shares or any other equity interests in the Company. The Company owns one hundred percent (100%) claim of the membership interests in PROFleet any third party, except as may exist pursuant to that certain Credit Agreement, dated as of December 31, 2009, among Xxxxx Energy Holdings, LLC, a Delaware limited liability company as Borrower, Xxxxx Fargo Bank, N.A., as Administrative Agent, Xxxxx Fargo Securities, LLC, as Sole Lead Arranger and Sole Bookrunner, and the lenders thereto, as amended through the date hereof (the “PROFleetCredit Agreement”), and that certain Second Lien Credit Agreement, dated as its sole subsidiary. Such membership interest constitutes all of the issued December 31, 2009, among Xxxxx Energy Holdings, LLC, as Borrower, Xxxxx Fargo Energy Capital, Inc., as Administrative Agent, Xxxxx Fargo Securities, LLC, as Sole Lead Arranger and outstanding Equity Interests of PROFleet. The Equity Interests of PROFleet (i) have been duly authorized, (ii) are validly issued, fully-paidSole Bookrunner, and non-assessablethe lenders thereto, and as amended through the date hereof (iii) were not issued in violation of any preemptive right, subscription right, right of first refusal, or applicable Law. There are no other (i) equity interests, profit interests or voting securities in PROFleet, (ii) securities convertible or exchangeable into any equity interest or profit interests of PROFleet, or (iii) outstanding options, warrants, rights, calls, convertible securities, or other Contracts obligating PROFleet to issue, transfer, sell, repurchase, or redeem any of its Equity Interests. There are no accrued, but unpaid, dividends with respect to any membership interests, equity interests, or other securities of PROFleet. There are no voting trusts, shareholders agreements, proxies, or other Contracts or understandings in effect with respect to the voting or transfer of any of the membership interests or any other Equity Interests in PROFleet“Term Loan”).

Capitalization of the Company. (a) The authorized capital stock of the Company consists of 10,000,000 60,000,000 shares of common Common Stock, par value $0.01 per share, of which, as of the date hereof, 42,828,563 shares are outstanding and held by persons or entities other than a Company Subsidiary, no shares are outstanding and held by a Company Subsidiary and no shares are held in the Company's treasury; 5,000,000 shares of Preferred Stock, par value $0.01 per share, of which, as of the date hereof, 1,380,000 shares designated as $2.25 Convertible Exchangeable Preferred Stock are outstanding and held by persons or entities other than a Company Subsidiary and no shares designated as such are held by a Company Subsidiary, 2,750 shares designated as Series A Convertible Preferred Stock are outstanding and held by persons or entities other than a Company Subsidiary and no shares designated as such are held by a Company Subsidiary, and no such shares of either such designation are held in the Company's treasury. All outstanding shares of capital stock of which 392,825 shares are the Company have been validly issued and outstandingare fully paid and nonassessable, and 10,000,000 no shares of Series A Preferred Stock of which 3,066,923 shares are issued and outstanding. The Shares constitute all capital stock of the issued and outstanding Equity Interests of the Company. The Shares (i) Company are subject to, nor have any been duly authorized, (ii) are validly issued, fully-paid, and non-assessable, and (iii) were not issued in violation of any of, preemptive rightor similar rights. All issuances, subscription rightsales, right of first refusal, or applicable Law. Except for this Agreement and as set forth on Schedule 3.4(a), there are no (i) equity interests, profit interests or voting securities in repurchases by the Company (except for the Company’s interest of shares of its capital stock have been effected in its Subsidiary)compliance with all Applicable Laws, (ii) including without limitation applicable federal and state securities convertible or exchangeable into any equity interest or profit interests of the Companylaws. Schedule 3.4 describes all outstanding options and warrants to purchase Company Stock, and (iii) the aggregate number of shares of Company Common Stock reserved for issuance and issuable upon the exercise of outstanding warrants and stock options, warrants, rights, calls, convertible securities, or other Contracts obligating the Company to issue, transfer, sell, repurchase, or redeem any Equity Interests of the Company, including the Shares. Except as set forth above in this Section and on Schedule 3.4(a)3.4, there are (and as of the Closing Date there will be) outstanding (i) no outstanding shares of capital stock or authorized other voting securities of the Company, (ii) no securities of the Company convertible into or exchangeable for shares of capital stock appreciationor other voting securities of the Company, phantom(iii) no options, warrants or other rights (including preemptive rights) to acquire from the Company, and no obligation of the Company to issue or sell, any shares of capital stock or other voting securities of the Company or any securities of the Company convertible into or exchangeable for such capital stock or voting securities, and (iv) no equity equivalents, interests in the ownership or earnings, or other similar rights of or with respect to the Company. Except There are (and as set forth on Schedule 3.4(a)of the Closing Date there will be) no outstanding obligations of the Company or any Subsidiary to repurchase, there are no voting trusts, shareholders agreements, proxiesredeem, or other Contracts or understandings in effect with respect to the voting or transfer of otherwise acquire any of the Shares or any other equity interests in the Company. The Company owns one hundred percent (100%) of the membership interests in PROFleet LLCforegoing shares, a Delaware limited liability company (“PROFleet”)securities, as its sole subsidiary. Such membership interest constitutes all of the issued and outstanding Equity Interests of PROFleet. The Equity Interests of PROFleet (i) have been duly authorized, (ii) are validly issued, fully-paid, and non-assessable, and (iii) were not issued in violation of any preemptive right, subscription right, right of first refusal, or applicable Law. There are no other (i) equity interests, profit interests or voting securities in PROFleet, (ii) securities convertible or exchangeable into any equity interest or profit interests of PROFleet, or (iii) outstanding options, warrants, rightsequity equivalents, calls, convertible securities, or other Contracts obligating PROFleet to issue, transfer, sell, repurchase, or redeem any of its Equity Interests. There are no accrued, but unpaid, dividends with respect to any membership interests, equity interests, or other securities of PROFleetrights. There are no The Company is not a party to, and is not aware of, any voting trustsagreement, shareholders agreements, proxiesvoting trust, or other Contracts similar agreement or understandings in effect with respect arrangement relating to any class or series of its capital stock. The classes of Company Stock denominated as Company Common Stock and Company Convertible Exchangeable Preferred Stock are each listed for trading and trade on the voting or transfer of any of the membership interests or any other Equity Interests in PROFleetNASDAQ NMS.

Capitalization of the Company. (a) The As of the date of this Agreement, the Company has an authorized capitalization as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Capitalization;” all the outstanding shares of capital stock of the Company consists of 10,000,000 have been duly and validly authorized and issued and are fully paid and non-assessable and are not subject to any pre-emptive or similar rights; except as described in or expressly contemplated by the Pricing Disclosure Package and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of common capital stock or other equity interest in the Company, or any contract, commitment, agreement, understanding or arrangement of which 392,825 shares are issued any kind relating to the issuance of any capital stock or other equity interests of the Company, any such convertible or exchangeable securities or any such rights, warrants or options; the capital stock or other equity interests of the Company, as the case may be, conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and outstandingthe Prospectus; and after giving effect to the transactions contemplated hereby, and 10,000,000 shares of Series A Preferred Stock of which 3,066,923 shares are issued and outstanding. The Shares constitute all the Company will own 49.1% of the issued and outstanding Equity Interests JEH LLC Units (or such additional amount to reflect the exercise of the Company. The Underwriter’s option to purchase Option Shares (i) pursuant to Section 2 hereof); such JEH LLC Units have been duly authorized, (ii) are and validly authorized and issued, fully-paid, fully paid and non-assessableassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act, as applicable, and (iii) were not issued in violation of any preemptive right, subscription right, right of first refusal, or applicable Law. Except for this Agreement and as limited to the extent set forth on Schedule 3.4(a), there in JEH LLC’s organizational documents) and are no (i) equity interests, profit interests or voting securities in the Company (except for the Company’s interest in its Subsidiary), (ii) securities convertible or exchangeable into any equity interest or profit interests of owned by the Company, free and (iii) outstanding optionsclear of any lien, warrantscharge, rightsencumbrance, callssecurity interest, convertible securities, or other Contracts obligating the Company to issue, transfer, sell, repurchase, or redeem any Equity Interests of the Company, including the Shares. Except as set forth restriction on Schedule 3.4(a), there are no outstanding or authorized stock appreciation, phantom, or similar rights with respect to the Company. Except as set forth on Schedule 3.4(a), there are no voting trusts, shareholders agreements, proxies, or other Contracts or understandings in effect with respect to the voting or transfer of any of the Shares or any other equity interests in the Company. The Company owns one hundred percent (100%) claim of the membership interests in PROFleet any third party, except as may exist pursuant to that certain Credit Agreement, dated as of December 31, 2009, among Xxxxx Energy Holdings, LLC, a Delaware limited liability company as Borrower, Xxxxx Fargo Bank, N.A., as Administrative Agent, Xxxxx Fargo Securities, LLC, as Sole Lead Arranger and Sole Bookrunner, and the lenders thereto, as amended through the date hereof (the “PROFleetCredit Agreement”), as its sole subsidiary. Such membership interest constitutes all of the issued and outstanding Equity Interests of PROFleet. The Equity Interests of PROFleet (i) have been duly authorized, (ii) are validly issued, fully-paid, and non-assessable, and (iii) were not issued in violation of any preemptive right, subscription right, right of first refusal, or applicable Law. There are no other (i) equity interests, profit interests or voting securities in PROFleet, (ii) securities convertible or exchangeable into any equity interest or profit interests of PROFleet, or (iii) outstanding options, warrants, rights, calls, convertible securities, or other Contracts obligating PROFleet to issue, transfer, sell, repurchase, or redeem any of its Equity Interests. There are no accrued, but unpaid, dividends with respect to any membership interests, equity interests, or other securities of PROFleet. There are no voting trusts, shareholders agreements, proxies, or other Contracts or understandings in effect with respect to the voting or transfer of any of the membership interests or any other Equity Interests in PROFleet.

Capitalization of the Company. (a) The authorized authorized, issued and outstanding shares of all classes of capital stock of the Company consists is set forth in Schedule 3.3 hereto. Upon issuance, the Shares will constitute 51.0% of 10,000,000 the aggregate voting power of all the issued and outstanding voting securities of the Company on a fully diluted basis (i.e., after giving effect to the exercise of all options, warrants, or similar rights to acquire shares of common stock of which 392,825 shares are issued and outstandingCommon Stock, and 10,000,000 shares of Series A Preferred Stock of which 3,066,923 shares are issued and outstandingother than the Note). The Shares constitute all have been duly authorized for issuance and sale to Spotless pursuant to the terms of this Agreement, and, upon payment of the Purchase Price and delivery of the certificates representing the Shares, the Shares will be validly issued and fully paid and nonassessable. The issuance of the Shares is not subject to any preemptive or other similar rights. Except as set forth in Schedule 3.3, the shares of Common Stock or Series B Preferred to be issued upon conversion of the Note, as the case may be, and the shares of Common Stock to be issued upon conversion of the Series B Preferred will be, upon any such conversion, duly authorized, validly issued, fully paid and nonassessable. All of the issued and outstanding Equity Interests shares of capital stock of the Company. The Shares (i) have been Company are duly authorized, (ii) are validly issued, fully-paid, full paid and non-assessable, and (iii) were not issued in violation of any preemptive right, subscription right, right of first refusal, or applicable Lawnonassessable. Except for this Agreement and as set forth on disclosed in Schedule 3.4(a)3.3 hereto, there are no agreements, arrangements or understandings (i) equity interestsincluding, profit interests without limitation, options or voting securities in warrants), to which the Company (except is a party, or by which the Company is bound relating to the issuance, acquisition or disposition of any shares of capital stock of the Company or any interest therein, and there are no agreements, arrangements or understandings to which the Company is a party or by which it is bound relating to the repurchase or redemption of any shares of its capital stock. Except for the Company’s interest in its Subsidiary), (ii) securities convertible or exchangeable into any equity interest or profit interests of the Company, and (iii) outstanding options, warrants, rights, calls, convertible securities, or warrants and other Contracts obligating the Company to issue, transfer, sell, repurchase, or redeem any Equity Interests of the Company, including the Shares. Except as set forth rights listed on Schedule 3.4(a)3.3 hereto, there are no outstanding options, warrants or authorized stock appreciation, phantomother rights to subscribe for or purchase, or similar rights with respect to securities convertible into or exchangeable for, shares of the Company. Except as set forth on Schedule 3.4(a)'s capital stock, and there are no voting trusts, shareholders agreements, proxies, or other Contracts arrangements or understandings in effect with respect to which the voting Company is a party or transfer of any of by which it is bound pursuant to which the Shares Company is or any other equity interests in the Company. The Company owns one hundred percent (100%) of the membership interests in PROFleet LLC, a Delaware limited liability company (“PROFleet”), as its sole subsidiary. Such membership interest constitutes all of the issued and outstanding Equity Interests of PROFleet. The Equity Interests of PROFleet (i) have been duly authorized, (ii) are validly issued, fully-paid, and non-assessable, and (iii) were not issued in violation of any preemptive right, subscription right, right of first refusal, may be required to issue or applicable Law. There are no other (i) equity interests, profit interests or voting securities in PROFleet, (ii) securities convertible or exchangeable into any equity interest or profit interests of PROFleet, or (iii) outstanding options, warrants, rights, calls, convertible securities, or other Contracts obligating PROFleet to issue, transfer, sell, repurchase, or redeem any sell additional shares of its Equity Interests. There are no accrued, but unpaid, dividends with respect to any membership interests, equity interests, or other securities of PROFleet. There are no voting trusts, shareholders agreements, proxies, or other Contracts or understandings in effect with respect to the voting or transfer of any of the membership interests or any other Equity Interests in PROFleetcapital stock.

Capitalization of the Company. (a) The authorized capital stock of the Company consists of 10,000,000 (i) 50,000,000 shares of common stock Company Common Stock, of which 392,825 7,179,429 shares are currently issued and outstanding, outstanding and 10,000,000 (ii) 15,000,000 shares of Series A Preferred Stock preferred stock, $.001 par value, of which 3,066,923 shares 3,250 Preferred Shares are currently issued and outstanding. The Shares constitute all All outstanding shares of capital stock of the issued Company have been validly issued, and are fully paid, nonassessable and free of preemptive rights. Set forth in Schedule 4.2(a) are all outstanding Equity Interests options, warrants, or other --------------- rights to purchase capital stock of the Company from the Company. The Shares (i) have been duly authorized, (ii) are validly issued, fully-paid, and non-assessable, and (iii) were not issued in violation of any preemptive right, subscription right, right of first refusal, or applicable Law. Except for this Agreement and as set forth on above or in Schedule 3.4(a4.2(a), there are outstanding (A) no shares of --------------- capital stock or other voting securities of the Company, (iB) equity interests, profit interests no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities in of the Company, (C) no options, subscriptions, warrants, convertible securities, calls or other rights to acquire from the Company, and no obligation of the Company (except for the Company’s interest in its Subsidiary)to issue, (ii) deliver or sell, any capital stock, voting securities or securities convertible into or exchangeable into any equity interest for capital stock or profit interests voting securities of the Company, and (iiiD) outstanding optionsno equity equivalents, warrantsperformance shares, rights, calls, convertible securities, interests in the ownership or earnings of the Company or other Contracts obligating similar rights issued by the Company (the items referred to issue, transfer, sell, repurchase, or redeem any Equity Interests of the Company, including the Sharesin clauses (A)-(D) are referred to herein as "COMPANY SECURITIES"). Except as set forth on Schedule 3.4(a)4.2(a) hereto, (i) there are no outstanding obligations of the Company --------------- to repurchase, redeem or authorized stock appreciationotherwise acquire any Company Securities, phantom(ii) no agreement or other document grants or imposes on any shares of the Company Common Stock any right, preference, privilege or similar rights restriction with respect to the Company. Except as set forth on Schedule 3.4(atransactions contemplated hereby (including without limitation any rights of first refusal), there are no voting trusts, shareholders agreements, proxies, or other Contracts or understandings than the right to dissent from the Merger as provided in effect with respect to the voting or transfer of any of the Shares or any other equity interests in the Company. The Company owns one hundred percent (100%Section 2.1(e) of the membership interests in PROFleet LLC, a Delaware limited liability company (“PROFleet”), as its sole subsidiary. Such membership interest constitutes all of the issued and outstanding Equity Interests of PROFleet. The Equity Interests of PROFleet (i) have been duly authorized, (ii) are validly issued, fully-paid, and non-assessable, above and (iii) were not issued in violation of any preemptive right, subscription right, right of first refusal, or applicable Law. There there are no other (i) equity interestsbonds, profit interests or voting securities in PROFleetdebentures, (ii) securities convertible or exchangeable into any equity interest or profit interests of PROFleet, or (iii) outstanding options, warrants, rights, calls, convertible securities, notes or other Contracts obligating PROFleet to issue, transfer, sell, repurchase, indebtedness having general voting rights (or redeem any of its Equity Interests. There are no accrued, but unpaid, dividends with respect to any membership interests, equity interests, or other convertible into securities of PROFleet. There are no voting trusts, shareholders agreements, proxies, or other Contracts or understandings in effect with respect to the voting or transfer of any having such rights) of the membership interests or any other Equity Interests in PROFleetCompany issued and outstanding.

Capitalization of the Company. (a) The As of the date of this Agreement, the authorized capital stock equity interests of the Company consists of 10,000,000 shares of common stock of which 392,825 shares that are issued and outstandingoutstanding equity interests of the Company consist of (i) 71,882,729 Company Common Interests, (ii) 73,723,250 Class A Preferred Interests of the Company (the “Class A Preferred Interests”), (iii) 34,023,527 Class B Preferred Interests of the Company (the “Class B Preferred Interests”), (iv) 37,642,050 Class C Preferred Interests of the Company (the “Class C Preferred Interests”), (v) 36,909,359 Class D Preferred Interests of the Company (the “Class D Preferred Interests”), (vi) 112,949,305 Class E Preferred Interests of the Company (the “Class E Preferred Interests”), (vii) the Company Common Interests issuable upon the exercise of outstanding Company Options, including vesting schedule and exercise price, as set forth on Section 4.6(a) of the Company Disclosure Letter, (viii) the Profits Interests, including the applicable participation threshold corresponding thereto, as set forth on Section 4.6(a) of the Company Disclosure Letter, and 10,000,000 shares (ix) the Restricted Interests, as set forth on Section 4.6(a) of Series A Preferred Stock the Company Disclosure Letter. Except for the rights provided for in the Company LLC Agreement, and the securities and rights described on Section 4.6(a) of which 3,066,923 shares the Company Disclosure Letter, there are no other authorized equity interests of the Company that are issued and outstanding. The Shares constitute all All of the issued and outstanding Equity Company Interests of the Company. The Shares (i) have been duly authorized, (ii) authorized and validly issued and are validly issued, fully-paid, fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of the Company and (2) any other applicable Contracts governing the issuance of such securities; (iii) were are not subject to, nor have they been issued in violation of of, any preemptive rightpurchase option, subscription rightcall option, right of first refusal, or applicable Law. Except for this Agreement and as set forth on Schedule 3.4(a), there are no (i) equity interests, profit interests or voting securities in the Company (except for the Company’s interest in its Subsidiary), (ii) securities convertible or exchangeable into any equity interest or profit interests of the Company, and (iii) outstanding options, warrants, rights, calls, convertible securities, or other Contracts obligating the Company to issue, transfer, sell, repurchase, or redeem any Equity Interests of the Company, including the Shares. Except as set forth on Schedule 3.4(a), there are no outstanding or authorized stock appreciation, phantom, or similar rights with respect to the Company. Except as set forth on Schedule 3.4(a), there are no voting trusts, shareholders agreements, proxies, or other Contracts or understandings in effect with respect to the voting or transfer of any of the Shares or any other equity interests in the Company. The Company owns one hundred percent (100%) of the membership interests in PROFleet LLC, a Delaware limited liability company (“PROFleet”), as its sole subsidiary. Such membership interest constitutes all of the issued and outstanding Equity Interests of PROFleet. The Equity Interests of PROFleet (i) have been duly authorized, (ii) are validly issued, fully-paid, and non-assessable, and (iii) were not issued in violation of any preemptive right, subscription right, right or any similar right under any provision of first refusal, or any applicable Law. There , the Governing Documents of the Company or any Contract to which the Company is a party or otherwise bound; and (iv) are no other (i) equity interests, profit interests or voting securities in PROFleet, (ii) securities convertible or exchangeable into any equity interest or profit interests of PROFleet, or (iii) outstanding options, warrants, rights, calls, convertible securities, or other Contracts obligating PROFleet to issue, transfer, sell, repurchase, or redeem any of its Equity Interests. There are no accrued, but unpaid, dividends with respect to any membership interests, equity interests, or other securities of PROFleet. There are no voting trusts, shareholders agreements, proxies, or other Contracts or understandings in effect with respect to the voting or transfer free and clear of any of the membership interests or any other Equity Interests in PROFleetLiens.

Capitalization of the Company. The Company has authorized (a) The authorized capital stock of the Company consists of 10,000,000 50,000,000 shares of common stock Common Stock, 49,993,987 of which 392,825 shares are issued and outstanding, and 10,000,000 (b) 1,000,000 shares of Preferred Stock of which 72,000 shares of Series A Preferred Stock have been authorized but none of which 3,066,923 shares are is issued and outstandingoutstanding (together with the Common Stock, the “Capital Stock”). The Shares constitute all All of the issued and outstanding Equity Interests shares of the Company. The Shares (i) have been Capital Stock are duly authorized, (ii) are validly issued, fully-fully paid, and non-assessable, assessable and (iii) were not issued in violation free of any preemptive right, subscription right, right of first refusal, or applicable Lawrights. Except for this Agreement and as set forth on Schedule 3.4(a)in the Disclosure Schedule, the Transaction Documents or the SEC Documents (a) there are no (i) equity interests, profit interests or voting securities in outstanding obligations of the Company (except for the Company’s interest in to repurchase, redeem or otherwise acquire any of its Subsidiary)securities, (iib) securities convertible there are no stockholder agreements, voting trusts or exchangeable into other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or registration of any equity interest or profit interests shares of the CompanyCapital Stock, and (iiic) there are no outstanding options, warrants, rightsscrip, callsrights to subscribe to, convertible securitiescalls or commitments of any character whatsoever relating to, or other Contracts obligating securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (d) there are no contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issueissue additional shares of capital stock of the Company or any of its subsidiaries or options, transferwarrants, sellscrip, repurchaserights to subscribe to, calls or commitments of any character whatsoever relating to, or redeem securities or rights convertible into, any Equity Interests shares of capital stock of the CompanyCompany or any of its subsidiaries, including the Shares. Except as set forth on Schedule 3.4(a), (e) there are no outstanding or authorized stock appreciationdebt securities, phantom, or similar rights with respect to the Company. Except as set forth on Schedule 3.4(a), (f) there are no voting trusts, shareholders agreements, proxies, agreements or other Contracts arrangements under which the Company or understandings in effect with respect any of its subsidiaries is obligated to register the voting or transfer sale of any of their securities under the Shares Securities Act, (g) there are no outstanding registration statements or comment letters from the SEC or any other equity interests in regulatory agency and (h)there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the Company. The Company owns one hundred percent (100%) issuance of the membership interests Preferred Stock as described in PROFleet LLC, a Delaware limited liability company (“PROFleet”), as its sole subsidiary. Such membership interest constitutes all of the issued and outstanding Equity Interests of PROFleet. The Equity Interests of PROFleet (i) have been duly authorized, (ii) are validly issued, fully-paid, and non-assessable, and (iii) were not issued in violation of any preemptive right, subscription right, right of first refusal, or applicable Law. There are no other (i) equity interests, profit interests or voting securities in PROFleet, (ii) securities convertible or exchangeable into any equity interest or profit interests of PROFleet, or (iii) outstanding options, warrants, rights, calls, convertible securities, or other Contracts obligating PROFleet to issue, transfer, sell, repurchase, or redeem any of its Equity Interests. There are no accrued, but unpaid, dividends with respect to any membership interests, equity interests, or other securities of PROFleet. There are no voting trusts, shareholders agreements, proxies, or other Contracts or understandings in effect with respect to the voting or transfer of any of the membership interests or any other Equity Interests in PROFleetthis Agreement.

Capitalization of the Company. The Company has authorized (a) The authorized capital stock of the Company consists of 10,000,000 two hundred fifty million (250,000,000) shares of common stock Common Stock, six million three hundred eighty seven thousand three hundred seventy-two (6,387,372) of which 392,825 shares are issued and outstanding, and 10,000,000 (b) ten million (10,000,000) shares of Series A Preferred Stock Stock, seven million four hundred thirty-three thousand nine hundred eighty-eight (7,433,988) shares of which 3,066,923 shares are issued and outstandingoutstanding (together with the Common Stock, the “Capital Stock”). The Shares constitute all All of the issued and outstanding Equity Interests shares of the CompanyCapital Stock are duly authorized, validly issued, fully paid, non-assessable and, except for the Preferred Stock, free of preemptive rights. The Shares There are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any of its securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or registration of any shares of Capital Stock. As of the date hereof, (i) have been duly authorized, (ii) are validly issued, fully-paid, and non-assessable, and (iii) were not issued in violation of any preemptive right, subscription right, right of first refusal, or applicable Law. Except for this Agreement and except as set forth on in Schedule 3.4(a)3.3, there are no (i) equity interests, profit interests or voting securities in the Company (except for the Company’s interest in its Subsidiary), (ii) securities convertible or exchangeable into any equity interest or profit interests of the Company, and (iii) outstanding options, warrants, rightsscrip, callsrights to subscribe to, convertible securitiescalls or commitments of any character whatsoever relating to, or other Contracts obligating securities or rights convertible into, any shares of Capital Stock of the Company to issue, transfer, sell, repurchaseor any of its subsidiaries, or redeem contracts, commitments, understandings or arrangements by which the Company or any Equity Interests of its subsidiaries is or may become bound to issue additional shares of Capital Stock of the CompanyCompany or any of its subsidiaries or options, including warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Shares. Except as set forth on Schedule 3.4(a)Company or any of its subsidiaries, (ii) there are no outstanding or authorized stock appreciationdebt securities, phantom, or similar rights with respect to the Company. Except as set forth on Schedule 3.4(a), (iii) there are no voting trusts, shareholders agreements, proxies, agreements or other Contracts arrangements under which the Company or understandings in effect with respect any of its subsidiaries is obligated to register the voting or transfer sale of any of their securities under the Shares Securities Act, and (iv) there are no outstanding registration statements and there are no outstanding comment letters from the Commission (as defined herein) or any other equity interests in the Company. The Company owns one hundred percent (100%) of the membership interests in PROFleet LLC, a Delaware limited liability company (“PROFleet”), as its sole subsidiary. Such membership interest constitutes all of the issued and outstanding Equity Interests of PROFleet. The Equity Interests of PROFleet (i) have been duly authorized, (ii) are validly issued, fully-paid, and non-assessable, and (iii) were not issued in violation of any preemptive right, subscription right, right of first refusal, or applicable Lawregulatory agency. There are no other (i) equity interests, profit interests securities or voting securities in PROFleet, (ii) securities convertible instruments containing anti-dilution or exchangeable into any equity interest or profit interests of PROFleet, or (iii) outstanding options, warrants, rights, calls, convertible securities, or other Contracts obligating PROFleet to issue, transfer, sell, repurchase, or redeem any of its Equity Interests. There are no accrued, but unpaid, dividends with respect to any membership interests, equity interests, or other securities of PROFleet. There are no voting trusts, shareholders agreements, proxies, or other Contracts or understandings in effect with respect to similar provisions that will be triggered by the voting or transfer of any issuance of the membership interests or any other Equity Interests Preferred Stock as described in PROFleetthis Agreement.

Capitalization of the Company. (a) The authorized total number of shares of capital stock of which the Company consists of 10,000,000 shares of common stock has the authority to issue is Two Million (2,000,000), all of which 392,825 shares are without par value. Of the authorized shares, a total of One Million Four Hundred Seventy Three Thousand Five Hundred Seventy One and 29/100 (1,473,571.29) Voting Common Shares are issued and outstandingoutstanding (collectively, the “Shares,” and each, a “Share”), and 10,000,000 shares the Shares are owned of Series A Preferred Stock record by the Stockholders in the respective amounts corresponding to each Stockholder’s name as set forth in Section 4.2(a) of which 3,066,923 shares are issued the Disclosure Letter. After the consummation of the Pre-Closing Transactions, (x) the Seller will be the sole beneficial and outstanding. The Shares constitute record owner of, and will have good and marketable title to, all of the LLC Interests, free and clear of all Liens (other than restrictions on transfer generally included under applicable federal and state securities Laws); and (y) the Stockholders will own beneficially and of record all of the issued and outstanding Equity shares of stock of the Seller. After the consummation of the Pre-Closing Transactions, all of the LLC Interests will have been duly authorized and validly issued, will be fully paid and nonassessable, and will have been offered, sold and issued in compliance with (i) the Organizational Documents of the Company. The Shares (i) have been duly authorized, (ii) are validly issued, fully-paid, all applicable federal and non-assessable, state securities Laws and (iii) were not issued in violation any rights (including preemptive rights, rights of first refusal and similar rights) of any preemptive right, subscription right, right Person under any provision of first refusal, or applicable Law. Except for this Agreement and as set forth on Schedule 3.4(a), there are no (i) equity interests, profit interests the Organizational Documents or voting securities in any agreement to which the Company (except for the Company’s interest in its Subsidiary), (ii) securities convertible is a party or exchangeable into any equity interest or profit interests of the Company, and (iii) outstanding options, warrants, rights, calls, convertible securities, or other Contracts obligating by which the Company to issue, transfer, sell, repurchase, or redeem any Equity Interests of the Company, including the Sharesis bound. Except as set forth on Schedule 3.4(a), there are no outstanding in Section 4.2(a) of the Disclosure Letter or authorized stock appreciation, phantom, or similar rights with respect to as contemplated by the Company. Except as set forth on Schedule 3.4(a), Pre-Closing Transactions: (A) there are no voting trusts, shareholders agreements, proxies, proxies or other Contracts agreements or understandings in effect with respect to the voting or transfer of any equity of the Shares Company; (B) there does not exist, nor is there outstanding, any right or security granted to, issued to or entered into with any Person to cause the Company to issue, grant or sell any equity of the Company to any Person (including any warrant, stock option, call, preemptive right, convertible or exchangeable obligation, subscription for shares or securities convertible into or exchangeable for shares or securities of the Company, or any other equity interests in the Company. The Company owns one hundred percent similar right, security, instrument or agreement) and there is no commitment or agreement to grant or issue any such right or security; (100%C) there is no obligation, contingent or otherwise, of the membership interests in PROFleet LLC, a Delaware limited liability company (“PROFleet”), as its sole subsidiary. Such membership interest constitutes all of the issued and outstanding Equity Interests of PROFleet. The Equity Interests of PROFleet Company to: (i) have been duly authorizedrepurchase, redeem or otherwise acquire any share or other equity interests of the Company; or (ii) are validly issued, fully-paid, and non-assessable, and (iii) were not issued in violation of any preemptive right, subscription right, right of first refusalprovide funds to, or applicable Law. There are no other make any investment in (i) equity interestsin the form of a loan, profit interests capital contribution or voting securities in PROFleet, (ii) securities convertible or exchangeable into any equity interest or profit interests of PROFleetotherwise), or (iii) outstanding options, warrants, rights, calls, convertible securities, or other Contracts obligating PROFleet to issue, transfer, sell, repurchase, or redeem provide any of its Equity Interests. There are no accrued, but unpaid, dividends with respect to any membership interests, equity interests, or other securities of PROFleet. There are no voting trusts, shareholders agreements, proxies, or other Contracts or understandings in effect guarantee with respect to the voting or transfer obligations of any other Person (other than the other Acquired Companies); and (D) there are no bonds, debentures, notes or other indebtedness which have the right to vote (or which are convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders (or, after the consummation of the membership interests or any other Equity Interests in PROFleetPre-Closing Transactions, the sole member) of the Company are entitled to vote.