Common use of Capitalization of Parent Clause in Contracts

Capitalization of Parent. Prior to the Closing, Parent shall have one share of common stock issued and outstanding. At the Closing, the Rollover Shares and the Parent Capitalization will be contributed to the Parent in exchange for all shares of Parent Company Stock to be outstanding immediately following the Closing, except for one share of Parent Common Stock. Upon the Closing, (i) the shares of common stock of Parent (the "Parent Common Stock") issued pursuant to the Parent Capitalization and the MacArthur Contribution shall be the only shares of capital stock of Parent that will be issued and outstanding and (ii) a minimum of 500,000 shares of Parent Common Stock shall be issued and outstanding. Except pursuant to the Stockholders Agreement, a stock option plan or similar plan to be adopted by the board of directors of Parent substantially containing the terms set forth in Exhibit F-1 attached hereto (the "Stock Option Plan"), the stockholders agreement to be entered into by each of the Executives substantially in the form of Exhibit E hereto (the "Executive Stockholders Agreement") or any other stockholders agreement to be entered into by any Person (other than the Executives and MacArthur) acquiring shares of Parent Common Stock as part of the Parent Capitalization (all of such agreements, collectively, the "Other Management Stockholders Agreement"), Parent will not as of the Closing Date have any outstanding commitments to issue or sell any Equity Securities. As of the Closing, the Rollover Shares, as a percentage of the issued and outstanding shares of Parent Common Stock, shall equal the percentage obtained by dividing the (i) MacArthur Contribution Amount by (ii) the sum of the Parent Capitalization Shares and the MacArthur Contribution Amount. There are no outstanding obligations, written or otherwise, of Parent to repurchase, redeem or otherwise acquire any Equity Securities held by any stockholder of Parent, except under the Stockholders Agreement, any Contracts to be entered into pursuant to the Stock Option Plan, the Other Management Stockholders Agreement and the Executive Stockholders Agreement. Except for the Stockholders Agreement, any Contracts to be entered into pursuant to the Stock Option Plan, the Other Management Stockholders Agreement and the Executive Stockholders Agreement, Parent is not a party to any voting trust or other Contract with respect to voting, redemption, sale, transfer or other disposition of its Equity Securities.

Capitalization of Parent. Prior to On the Closingdate hereof, Parent shall have one share of common stock issued and outstanding. At has the Closing, the Rollover Shares and the Parent Capitalization will be contributed to the Parent in exchange for all shares of Parent Company Stock to be outstanding immediately following the Closing, except for one share of Parent Common Stock. Upon the Closing, (i) the shares of common stock of Parent (the "Parent Common Stock") issued pursuant to the Parent Capitalization and the MacArthur Contribution shall be the only shares of capital stock of Parent that will be issued and outstanding and (ii) a minimum of 500,000 shares of Parent Common Stock shall be issued and outstanding. Except pursuant to the Stockholders Agreement, a stock option plan or similar plan to be adopted by the board of directors of Parent substantially containing the terms capitalization set forth in Exhibit F-1 attached hereto Parent’s proxy statement/prospectus included in its Form S-4 registration statement (the "Stock Option Plan"“Registration Statement”) as filed with the Securities and Exchange Commission and mailed to stockholders of Parent in connection with the transactions contemplated by the Purchase Agreement (the “Proxy Statement/Prospectus”), after giving effect to the stockholders agreement to be entered into by each of the Executives substantially in the form of Exhibit E hereto (the "Executive Stockholders Agreement") or any other stockholders agreement to be entered into by any Person (other than the Executives and MacArthur) acquiring shares of Parent Common Stock domestication proposal as part of the Parent Capitalization (all of such agreements, collectively, the "Other Management Stockholders Agreement"), Parent will not as of the Closing Date have any outstanding commitments to issue or sell any Equity Securitiesset forth therein. As of the Closing, the Rollover Shares, as a percentage All of the issued and outstanding shares of Parent Common StockParent’s capital stock have been duly authorized and validly issued and are fully paid, shall equal nonassessable and free of pre-emptive rights and were issued in full compliance with applicable legal requirements. No person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of Parent. Except as described in the percentage obtained by dividing the (i) MacArthur Contribution Amount by (ii) the sum of the Parent Capitalization Shares and the MacArthur Contribution Amount. There Proxy Statement/Prospectus, there are no outstanding obligationswarrants, written options, convertible securities or otherwiseother rights, agreements or arrangements of any character under which Parent is or may be obligated to repurchase, redeem or otherwise acquire issue any Equity Securities held by equity securities of any stockholder of Parentkind, except for securities that may be granted to employees of Xxxxxxxx Scotsman (as defined in the Proxy Statement/Prospectus) under the Stockholders Agreement, any Contracts Parent’s proposed 2017 incentive award plan to be entered into pursuant on or around the Closing Date. Except as described in the Proxy Statement/Prospectus, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among Parent and any of the stockholders of Parent relating to the Stock Option Plan, the Other Management Stockholders Agreement and the Executive Stockholders Agreementsecurities of Parent held by them. Except as described in the Proxy Statement/Prospectus and in this Agreement, no person or other legal entity has the right to require Parent to register any securities of Parent under the Securities Act of 1933, as amended (the “Securities Act”), whether on a demand basis or in connection with the registration of securities of Parent for its own account or for the Stockholders Agreementaccount of any other person or legal entity. Except as described in the Proxy Statement/Prospectus, any Contracts to be entered into pursuant to the Stock Option Planthere are no material profit participation or phantom equity awards, the Other Management Stockholders Agreement and the Executive Stockholders Agreementinterests, Parent is not a party to any voting trust or other Contract rights with respect to votingParent or its capital stock issued to or held by any current or former director, redemptionofficer, sale, transfer employee or other disposition consultant of its Equity SecuritiesParent.

Capitalization of Parent. Prior to the Closing, The Parent shall have one share of common stock issued and outstanding. At the Closing, the Rollover Shares Preferred Stock and the Parent Capitalization will Warrants to be contributed issued in connection with the Merger will, when issued and delivered to the Parent in exchange for all shares respective shareholders of Parent Company Stock to be outstanding immediately following Yazam as a result of the Closing, except for one share of Parent Common Stock. Upon the Closing, (i) the shares of common stock of Parent (the "Parent Common Stock") issued Merger and pursuant to the Parent Capitalization terms of this Agreement and the MacArthur Contribution shall Merger Filings, be the only shares duly authorized, validly issued, non-assessable and, upon receipt of capital stock of Parent that will be issued and outstanding and (ii) a minimum of 500,000 consideration therefore, fully paid. The shares of Parent Common Stock shall to be issued as a result of the conversion of the Parent Preferred Stock and outstanding. Except upon the exercise of such Parent Warrants will be, when issued and delivered to the respective shareholders of Yazam pursuant to the Stockholders Agreementterms of such preferred stock and warrants, duly authorized, validly issued, non-assessable, and fully paid; provided, however, as of the date hereof a sufficient number of such shares shall not have been, and as of the Effective Time, a stock option plan or similar plan sufficient number of such shares may not be, authorized and reserved for issuance. Subject to be adopted any required approval by the board of directors of Parent substantially containing the terms set forth in Exhibit F-1 attached hereto (the "Stock Option Plan")Securities and Exchange Commission, the stockholders agreement Parent shall use its best efforts to be entered into by each authorize and issue, as soon as practicable after the Closing Date but in any event prior to June 1, 2001, such additional number of the Executives substantially in the form of Exhibit E hereto (the "Executive Stockholders Agreement") or any other stockholders agreement to be entered into by any Person (other than the Executives and MacArthur) acquiring shares of Parent Common Stock as part necessary for the conversion of the Parent Capitalization (all Preferred Stock and the exercise of the Parent Warrants issued in connection with the Merger. In the event that the authorization of such agreementsaddition shares of the Parent Common Stock does not occur prior to June 1, collectively2001, the shareholders of Yazam who receive shares of Parent Preferred Stock pursuant to the Merger may require the Parent after such date to repurchase their shares of Parent Preferred Stock for a price per share of the average price of Parent Common Stock as reported on the "Other Management Stockholders AgreementOver the Counter Market" ("OTC BB"), Parent will or such other applicable nationally recognized market quotation system, for the 20 trading days prior to the requested date of such repurchase multiplied by 1,000; provided, however, such price shall in any event not as of the Closing Date have any outstanding commitments to issue or sell any Equity Securitiesbe less than $250 per share. As of the Closingdate hereof, Gregxxx Xxxxx xxx executed and delivered to Yazam, a voting agreement whereby he shall have agreed to vote the Rollover Shares, as a percentage shares of capital stock of the issued and outstanding Parent owned, held beneficially, and/or controlled by him (as of the appropriate record date for such shareholder vote) in favor of the amendment of the Certificate of Incorporation of the Parent to increase the authorized number of shares of Parent Common Stock, shall equal Stock in order to authorize and reserve a sufficient number of shares of Parent Common Stock for issuance in connection with the percentage obtained by dividing the (i) MacArthur Contribution Amount by (ii) the sum conversion of the Parent Capitalization Shares Preferred Stock and the MacArthur Contribution Amount. There are no outstanding obligations, written or otherwise, exercise of the Parent to repurchase, redeem or otherwise acquire any Equity Securities held by any stockholder of Parent, except under the Stockholders Agreement, any Contracts to be entered into pursuant to the Stock Option Plan, the Other Management Stockholders Agreement and the Executive Stockholders Agreement. Except for the Stockholders Agreement, any Contracts to be entered into pursuant to the Stock Option Plan, the Other Management Stockholders Agreement and the Executive Stockholders Agreement, Parent is not a party to any voting trust or other Contract with respect to voting, redemption, sale, transfer or other disposition of its Equity SecuritiesWarrants.

Capitalization of Parent. Prior to As of the Closing, Parent shall have one share of common stock issued and outstanding. At the Closingdate hereof, the Rollover Shares and the Parent Capitalization will be contributed to the Parent in exchange for all shares of Parent Company Stock to be outstanding immediately following the Closing, except for one share of Parent Common Stock. Upon the Closing, (i) the shares of common stock of Parent (the "Parent Common Stock") issued pursuant to the Parent Capitalization and the MacArthur Contribution shall be the only shares of authorized capital stock of Parent that will be issued and outstanding and consists of (iii) a minimum of 500,000 shares of Parent Common Stock shall be issued and outstanding. Except pursuant to the Stockholders Agreement, a stock option plan or similar plan to be adopted by the board of directors of Parent substantially containing the terms set forth in Exhibit F-1 attached hereto (the "Stock Option Plan"), the stockholders agreement to be entered into by each of the Executives substantially in the form of Exhibit E hereto (the "Executive Stockholders Agreement") or any other stockholders agreement to be entered into by any Person (other than the Executives and MacArthur) acquiring shares of Parent Common Stock as part of the Parent Capitalization (all of such agreements, collectively, the "Other Management Stockholders Agreement"), Parent will not as of the Closing Date have any outstanding commitments to issue or sell any Equity Securities. As of the Closing, the Rollover Shares, as a percentage of the issued and outstanding 500,000,000 shares of Parent Common Stock, shall equal the percentage obtained by dividing the (i) MacArthur Contribution Amount by and (ii) 200,000,000 shares of preferred stock, par value $.01 per share (“Parent Preferred Stock”). As of the sum date of this Agreement, 130,345,819 shares of Parent Common Stock are issued and outstanding, all of which are validly issued, fully paid and non-assessable. Parent has reserved 9,250,000 shares of Parent Common Stock for issuance under the stock option plans of Parent (the “Parent Stock Option Plans”), of which options to purchase 2,142,750 shares of Parent Common Stock are currently outstanding and 2,104,835 shares of Parent Common Stock are available for issuance under the Parent Stock Option Plans and 252,704 shares of restricted Parent Common Stock that are subject to vesting requirements as of the date of this Agreement have been awarded under the Parent Stock Option Plan as of the date of this Agreement. Parent has reserved 1,575,537 shares of Parent Common Stock for issuance under warrants to purchase Parent Common Stock outstanding as of the date hereof (the “Parent Warrants”). As of the date of this Agreement, no shares of Parent Preferred Stock are issued and outstanding. Except as set forth in this Section 3.6 and except for stock options granted pursuant to the Parent Stock Option Plans, rights to purchase Series A Junior Participating Preferred Stock of Parent pursuant to the Rights Agreement, dated as of May 16, 2001, between Parent and First Union National Bank, as Rights Agent (the “Parent Rights Agreement”), and the Parent Warrants set forth in Part 3.6 of the Parent Capitalization Shares Disclosure Schedule, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of Parent or Merger Sub or obligating Parent or Merger Sub to issue or sell any shares of capital stock of, or other equity interests in, Parent or Merger Sub. All shares of Parent Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the MacArthur Contribution Amountinstruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and non-assessable. There are no outstanding obligations, written or otherwise, contractual obligations of Parent or Merger Sub to repurchase, redeem or otherwise acquire any Equity Securities held by shares of Parent Common Stock or any stockholder capital stock of Parent, except under Merger Sub. The Parent Common Stock Consideration equals 19.9% of the Stockholders Agreement, any Contracts to be entered into pursuant shares of Parent Common Stock outstanding immediately prior to the Closing. The sum of the number of shares in the Parent Common Stock Option Plan, the Other Management Stockholders Agreement Consideration and the Executive Stockholders Agreement. Except for number of shares of Parent Common Stock issuable upon conversion of the Stockholders Agreement, any Contracts to be entered Parent Preferred Stock Consideration (assuming the conversion was approved by Parent’s stockholders) shall equal 47.0% of the shares of Parent Common Stock outstanding immediately following the Closing (assuming conversion of the Parent Preferred Stock Consideration into pursuant to the Parent Common Stock Option Plan, the Other Management Stockholders Agreement and the Executive Stockholders Agreement, exercise of all outstanding Parent is not a party Warrants and options to any voting trust or other Contract with respect to voting, redemption, sale, transfer or other disposition of its Equity Securitiespurchase Parent Common Stock).

Capitalization of Parent. Prior to the Closing, Parent shall have one share of common The authorized capital stock issued and outstanding. At the Closing, the Rollover Shares and the Parent Capitalization will be contributed to the Parent in exchange for all shares of Parent Company Stock to be outstanding immediately following the Closing, except for one share of Parent Common Stock. Upon the Closing, consists of: (i) the 125,000,000 shares of common stock of Parent Common Stock, par value $.001 per share (the "Parent Common StockShares") issued pursuant to the Parent Capitalization and the MacArthur Contribution shall be the only ), of which 12,200,000 shares of capital stock of Parent that will be are issued and outstanding and as of the date hereof, and (ii) a minimum of 500,000 25,000,000 shares of Parent Common Stock shall be issued and outstanding. Except pursuant to the Stockholders AgreementPreferred Stock, a stock option plan or similar plan to be adopted by the board of directors of Parent substantially containing the terms set forth in Exhibit F-1 attached hereto (the "Stock Option Plan")par value $.001 per share, the stockholders agreement to be entered into by each of the Executives substantially in the form of Exhibit E hereto (the "Executive Stockholders Agreement") or any other stockholders agreement to be entered into by any Person (other than the Executives and MacArthur) acquiring no shares of Parent Common Stock as part of the Parent Capitalization (all of such agreements, collectively, the "Other Management Stockholders Agreement"), Parent will not which are outstanding as of the Closing Date have any outstanding commitments to issue or sell any Equity Securitiesdate hereof. As of the Closing, the Rollover Shares, as a percentage All of the issued and outstanding Parent Shares have been validly issued, and are duly authorized, fully paid, non-assessable and free of preemptive rights. As of the date hereof, 4,000,000 Parent Shares were available for issuance under Parent's option plans. Options to acquire approximately 1,919,000 Parent Shares were issuable upon or otherwise deliverable in connection with the exercise of options outstanding on such date and warrants to acquire 600,350 shares of to Parent Common StockStock were outstanding. Except as set forth above, shall equal as of the percentage obtained by dividing the date hereof, there are no outstanding (i) MacArthur Contribution Amount by shares of capital stock or other voting securities of Parent; (ii) securities of Parent convertible into or exchangeable for shares of capital stock or voting securities of Parent; (iii) options or other rights to acquire from Parent and no obligations of Parent to issue, any capital stock, voting securities, or securities convertible into or exchangeable for capital stock or voting securities of Parent; or (iv) equity equivalents, interests in the sum ownership or earnings of the Parent, or other similar rights (including stock appreciation rights) (collectively, "Parent Capitalization Shares and the MacArthur Contribution AmountSecurities"). There are no outstanding obligations, written or otherwise, obligations of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any Equity Securities held by Parent Securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which Parent or any stockholder of its subsidiaries is a party or to which it is bound relating to the voting of any shares of capital stock of Parent. All of the outstanding capital stock of Parent's subsidiaries is owned by Parent, except under the Stockholders Agreementdirectly or indirectly, free and clear of any Lien or any other limitation or restriction (including, any Contracts restriction on the right to vote or sell the same) except as may be entered provided as a matter of Law. There are no debt or equity securities of Parent or its subsidiaries convertible into pursuant or exchangeable for, no options or other rights to the Stock Option Planacquire from Parent or its subsidiaries, the Other Management Stockholders Agreement and the Executive Stockholders Agreement. Except no other contract, understanding, arrangement, or obligation (whether or not contingent) providing for the Stockholders Agreementissuance or sale, directly or indirectly of, any Contracts to be entered into pursuant to the Stock Option Plan, the Other Management Stockholders Agreement and the Executive Stockholders Agreement, Parent is not a party to any voting trust capital stock or other Contract with respect ownership interests in, or any other securities of, any subsidiary of Parent. There are no outstanding contractual obligations of Parent or its subsidiaries to votingrepurchase, redemptionredeem, sale, transfer or otherwise acquire any outstanding shares of capital stock or other disposition ownership interests in any subsidiary of its Equity SecuritiesParent. None of Parent's subsidiaries owns any capital stock of Parent.