Common use of Company Capitalization Clause in Contracts

Company Capitalization. The capitalization of the Company is as set forth in the Registration Statement and the Prospectus, and the Common Stock conforms to the description thereof contained under the caption “Description of Capital Stock” in the Prospectus; the outstanding shares of capital stock have been duly authorized and validly issued and are fully paid and nonassessable. There are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of capital stock pursuant to the Company’s Amended and Restated Articles of Incorporation, as amended, or Amended and Restated Bylaws, as amended, or any agreement or other instrument to which the Company or any of the Subsidiaries is a party or by which any of them may be bound other than those described in the Registration Statement and the Prospectus. None of the outstanding shares of the Company’s capital stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company other than those specifically described in the Registration Statement and the Prospectus. The Company has no obligations to register for resale under the Securities Act any of its outstanding securities, including, but not limited to, any that would, as result of the filing of the Registration Statement or the offering or sale of the Shares as contemplated by this Agreement, give rise to any rights for or relating to the registration of any shares of Common Stock or other securities. All of the outstanding limited liability company or other equity interests of each Subsidiary have been duly authorized and validly issued, are, in the case of any Subsidiary that is a corporation, fully paid and nonassessable, and are owned directly by the Company, free and clear of any claim, lien, encumbrance or security interest. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or other interests convertible into or exchangeable or exercisable for, any limited liability company or other equity interests of any Subsidiary other than those described in the Registration Statement and the Prospectus.

Company Capitalization. The capitalization of the Company is as set forth in the Registration Statement and the Prospectus, and the Common Series B Preferred Stock conforms to the description thereof contained under the caption “Description of Capital Stock—Preferred Stock” in the Prospectus; the outstanding shares of capital stock have been duly authorized and validly issued and are fully paid and nonassessable. There are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of capital stock pursuant to the Company’s Amended and Restated Articles of Incorporation, as amended, or Amended and Restated Bylaws, as amended, or any agreement or other instrument to which the Company or any of the Subsidiaries is a party or by which any of them may be bound other than those described in the Registration Statement and the Prospectus. None of the outstanding shares of the Company’s capital stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company other than those specifically described in the Registration Statement and the Prospectus. The Company has no obligations to register for resale under the Securities Act any of its outstanding securities, including, but not limited to, any that would, as result of the filing of the Registration Statement or the offering or sale of the Shares as contemplated by this Agreement, give rise to any rights for or relating to the registration of any shares of Common Series B Preferred Stock or other securities. All of the outstanding limited liability company or other equity interests of each Subsidiary have been duly authorized and validly issued, are, in the case of any Subsidiary that is a corporation, fully paid and nonassessable, and are owned directly by the Company, free and clear of any claim, lien, encumbrance or security interest. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or other interests convertible into or exchangeable or exercisable for, any limited liability company or other equity interests of any Subsidiary other than those described in the Registration Statement and the Prospectus.

Company Capitalization. The capitalization authorized capital stock of Company consists of eight million (8,000,000) shares of Company Common Stock, all of which shares are designated as Company Common Stock. As of the date of this Agreement, there were issued and outstanding 7,000,000 shares of Company Common Stock. All outstanding shares of Company Common Stock (i) are duly authorized, validly issued, fully paid and non-assessable, (ii) to the knowledge of Company, are free and clear of any Liens, and (iii) were not issued in violation of any preemptive rights or rights of first refusal created by statute, the articles of incorporation or bylaws of the Company or any agreement to which the Company or a Company Subsidiary is a party or by which the Company or a Company Subsidiary is bound. As of the date of this Agreement, there are 270,000 shares of Company Common Stock that are subject to outstanding Company Options. Company has delivered to Purchaser or its advisors (or made available for review by Purchaser or its advisors) true and complete copies of the stock option agreements evidencing Company Options and a list of all holders of Company Options which includes the names of such holders, the number of shares of Company Common Stock subject to each Company Option, the outstanding portion of such Company Option, the exercise price, the type of Company Option (incentive or nonqualified) and the date of issuance. Except as set forth above and in Section 3.8(a) of the Company Disclosure Schedule and for the rights created pursuant to this Agreement and the Company Options and other rights disclosed in the Registration Statement and the Prospectuspreceding sentences, and the Common Stock conforms to the description thereof contained under the caption “Description of Capital Stock” in the Prospectus; the outstanding shares of capital stock have been duly authorized and validly issued and are fully paid and nonassessable. There there are no preemptive rights options, warrants, calls, rights, commitments or other rights agreements that are outstanding to subscribe for which Company is a party or to purchaseby which it is bound, obligating Company to, or any restriction upon the voting obligating a Company Subsidiary to cause Company to, directly or transfer ofindirectly, issue, deliver, sell, repurchase, redeem or vote, or cause to be issued, delivered, sold, repurchased, redeemed or voted, any shares of capital stock pursuant to the Company’s Amended and Restated Articles of Incorporation, as amended, or Amended and Restated Bylaws, as amended, or any agreement or other instrument to which the Company or any of the Subsidiaries is a party or by which any of them may be bound other than those described in the Registration Statement and the Prospectus. None of the outstanding shares equity securities of the Company’s , or obligating Company, or a Company Subsidiary to cause Company, directly or indirectly, to grant, or enter into any option, warrant, call, right, commitment or agreement regarding any shares of capital stock were issued or other equity securities of the Company. Except as set forth in violation Section 3.8(a) of any the Company Disclosure Schedule, there are no (i) contracts, commitments or agreements pursuant to which Company or a Company Subsidiary has granted preemptive rights, rights of first refusal refusal, registration rights or similar rights with respect to any shares of capital stock or equity securities of Company, or (ii) contracts, commitments or agreements relating to the voting, purchase, sale or other similar rights disposition of Company’s capital stock or equity securities (x) between or among the Company and any other Persons; or (y) to subscribe for Company’s Knowledge, between or purchase securities among any of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company other than those specifically described in the Registration Statement and the Prospectus. The Company has no obligations to register for resale under the Securities Act any of its outstanding securities, including, but not limited to, any that would, as result of the filing of the Registration Statement or the offering or sale of the Shares as contemplated by this Agreement, give rise to any rights for or relating to the registration of any shares of Common Stock or other securities. All of the outstanding limited liability company or other equity interests of each Subsidiary have been duly authorized and validly issued, are, in the case of any Subsidiary that is a corporation, fully paid and nonassessable, and are owned directly by the Company, free and clear of any claim, lien, encumbrance or security interest. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or other interests convertible into or exchangeable or exercisable for, any limited liability company or other equity interests of any Subsidiary other than those described in the Registration Statement and the Prospectus’s shareholders.

Company Capitalization. The capitalization authorized capital stock of the Company is as set forth in the Registration Statement consists of 100,000,000 shares of Common Stock, of which 30,354,980 shares are issued and the Prospectusoutstanding and 10,000,000 shares of preferred stock, par value $.001 per share, of which no shares are issued and the Common Stock conforms to the description thereof contained under the caption “Description outstanding. All of Capital Stock” in the Prospectus; the outstanding shares of capital stock the Company's Common Stock have been duly authorized and validly issued and are fully paid and nonassessablenon-assessable and were issued in accordance with the registration or qualification provisions of the Securities Act and any relevant state securities laws or pursuant to valid exemptions therefrom. There Except as set forth in this Agreement and as set forth in the SEC Documents and the attached Schedule 3(c), no shares of Common Stock are no entitled to preemptive rights or other registration rights and there are no outstanding options, warrant, scrip, rights to subscribe for to, calls or to purchasecommitments of any character whatsoever relating to, or any restriction upon the voting securities or transfer ofrights convertible into, any shares of capital stock pursuant to the Company’s Amended and Restated Articles of Incorporation, as amended, or Amended and Restated Bylaws, as amended, or any agreement or other instrument to which the Company or any of the Subsidiaries is a party or by which any of them may be bound other than those described in the Registration Statement and the Prospectus. None of the outstanding shares of the Company’s capital stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There Furthermore, except as set forth in this Agreement and as set forth in the SEC Documents and the attached Schedule 3(c), there are no authorized or outstanding optionscontracts, warrantscommitments, preemptive rights, rights of first refusal or other rights to purchaseunderstandings, or equity arrangements by which the Company is or debt securities convertible into or exchangeable or exercisable for, any may become bound to issue additional shares of the capital stock of the Company other than those specifically described or options, securities or rights convertible into shares of capital stock of the Company. The Company is not a party to, and it has no knowledge of, any agreement restricting the voting or transfer of any shares of the capital stock of the Company. Except as set forth in the Registration Statement SEC Documents, the offer and sale of all capital stock, convertible securities, rights, warrants, or options of the ProspectusCompany issued prior to the Closing complied with all applicable federal and state securities laws, and no stockholder has a right of rescission or damages with respect thereto which would have a Material Adverse Effect. The Company has no obligations filed as exhibits to register for resale under the Securities Act any of its outstanding securities, including, but not limited to, any that would, as result SEC Documents true and correct copies of the filing Company's articles or certificate of incorporation as in effect on the date hereof (the "Charter"), and the Company's bylaws as in effect on the date hereof (the "Bylaws"). The Company has not received any notice from the AMEX questioning or threatening the continued inclusion of the Registration Statement or the offering or sale of the Shares as contemplated by this Agreement, give rise to any rights for or relating to the registration of any shares of Common Stock or other securities. All of the outstanding limited liability company or other equity interests of each Subsidiary have been duly authorized and validly issued, are, in the case of any Subsidiary that is a corporation, fully paid and nonassessable, and are owned directly by the Company, free and clear of any claim, lien, encumbrance or security interest. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or other interests convertible into or exchangeable or exercisable for, any limited liability company or other equity interests of any Subsidiary other than those described in the Registration Statement and the Prospectuson such market.

Company Capitalization. The capitalization As of the Closing, Thermo will be the sole record and beneficial owner of all of the Company is as set forth Membership Interests. All of the outstanding equity interests in the Registration Statement and the Prospectus, and the Common Stock conforms to the description thereof contained under the caption “Description of Capital Stock” in the Prospectus; the outstanding shares of capital stock Company have been duly authorized and validly issued and issued, are fully paid and nonassessable. There are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of capital stock pursuant to the Company’s Amended and Restated Articles of Incorporation, as amended, or Amended and Restated Bylaws, as amended, or any agreement or other instrument to which the Company or any of the Subsidiaries is a party or by which any of them may be bound other than those described in the Registration Statement and the Prospectus. None of the outstanding shares of the Company’s capital stock were have not been issued in violation of Applicable Law or any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities rights. At the Closing, all of the Companyequity interests in the Company will be owned by Thermo free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such interests (other than transfer restrictions under the Securities Act)). There are Except as set forth on Section 3.05(b) of the Company Disclosure Schedules, as of the Closing, there will be no authorized authorized, issued, reserved for issuance or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or (i) equity or debt securities convertible into or exchangeable or exercisable for, any capital stock interests of the Company other than those specifically described in the Registration Statement and Company Membership Interests held by Thermo, (ii) securities of the Prospectus. The Company has no obligations convertible into or exchangeable for equity interests of the Company or (iii) options, warrants, restricted equity, equity appreciation rights, performance units, contingent value rights, “phantom” equity, incentive units or other similar securities or rights to register for resale under acquire from the Securities Act any Company, or other obligation of its outstanding securitiesthe Company to issue, including, but not limited or rights relating to, any that would, as result of the filing of foregoing (the Registration Statement or items in Section 3.05(b)(i), (ii) and (iii) being referred to collectively as the offering or sale of the Shares as contemplated by this Agreement, give rise to any rights for or relating to the registration of any shares of Common Stock or other securities. All of the outstanding limited liability company or other equity interests of each Subsidiary have been duly authorized and validly issued, are, in the case of any Subsidiary that is a corporation, fully paid and nonassessable, and are owned directly by the Company, free and clear of any claim, lien, encumbrance or security interest“Company Securities”). There are no authorized outstanding obligations of any of the Acquired Companies to repurchase, redeem or outstanding optionsotherwise acquire any Company Securities, warrantsand, preemptive rightsother than the LLC Agreement, rights of first refusal there are no voting trusts, member agreements, pooling agreements, proxies or other rights Contracts in effect with respect to purchasethe voting or transfer of any Company Securities. Other than this Agreement, there are no agreements or other interests convertible into instruments relating to the future issuance, sale or exchangeable or exercisable for, any limited liability company or other equity interests transfer of any Subsidiary other than those described in the Registration Statement and the ProspectusCompany Securities.

Company Capitalization. The Company’s authorized capitalization of the Company is as set forth in the Registration Statement documents incorporated by reference in the Time of Sale Disclosure Package and Prospectus and has not changed, except for subsequent issuances, if any, pursuant to this Agreement or pursuant to reservations, agreements or benefit plans referred to in the Time of Sale Disclosure Package and the Prospectus, and ; the Common Stock capital stock of the Company conforms in all material respects to the description thereof contained in the Time of Sale Disclosure Package and the Prospectus under the caption “Description of Capital Stock” in the Prospectus”; the outstanding shares of capital stock have been duly authorized and validly issued and are fully paid and nonassessable. There are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of capital stock pursuant to the Company’s Amended and Restated Articles of Incorporation, as amended, or Amended and Restated Bylaws, as amended, or any agreement or other instrument to which the Company or any of the Subsidiaries is a party or by which any of them may be bound other than those described in the Registration Statement Statement, the Time of Sale Disclosure Package and the Prospectus. None of the outstanding shares of the Company’s capital stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company other than those specifically described in the Registration Statement Statement, the Time of Sale Disclosure Package and the Prospectus. The Company has no obligations to register for resale under the Securities Act any of its outstanding securities, including, but not limited to, any that would, as a result of the filing of the Registration Statement or the offering or sale of the Shares Securities as contemplated by this Agreement, give rise to any rights for or relating to the registration of any shares of Common Stock or other its outstanding securities. All of the outstanding limited liability company or other equity interests of each Subsidiary have been duly authorized and validly issued, are, in the case of any Subsidiary that is a corporation, fully paid and nonassessable, and are owned directly by the Company, free and clear of any claim, lien, encumbrance or security interest. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or other interests convertible into or exchangeable or exercisable for, any limited liability company or other equity interests of any Subsidiary other than those described in the Registration Statement Statement, the Time of Sale Disclosure Package and the Prospectus.