Common use of Capitalization; Ownership Clause in Contracts

Capitalization; Ownership. The authorized capital stock of the Buyer consists of 63,566,871 shares of common stock, .001 par value, of which shares are issued and outstanding. There are no other authorized classes or series of capital stock or other equity securities of the Buyer. All of the shares of common stock of the Buyer were validly issued, are fully paid and non-assessable, and were not issued in violation of any preemptive or similar rights of any shareholder. Shareholders' pro rata Share ownership is set forth on Schedule 3.2. There are no outstanding Contracts that require Buyer to sell any shares of common stock of the Buyer, or that require the Buyer to issue or sell any shares of capital stock of the Buyer or any securities convertible into shares of capital stock of the Buyer. The Stock will represent approximately 7% of the outstanding capital stock of the Buyer. At the Closing, Buyer will deliver to Sellers valid title to all of the Stock free and clear of all Encumbrances. Except as set forth on Schedule 3.2, the Buyer owns all of the issued and outstanding shares of capital stock of each, of its subsidiary free and clear of all Encumbrances. The authorized capital, as well as the issued and outstanding stock of each such subsidiary is set forth on the Buyer's public filings in the SEC E▇▇▇▇ Database at w▇▇.▇▇▇.▇▇▇ on Forms 10K and 10Q. There are no other classes or series of capital stock or other equity securities of any Subsidiary. All of the shares of common stock of the Subsidiaries were validly issued, are fully paid and non-assessable, and were not issued in violation of any preemptive or similar rights of any shareholder. There are no outstanding Contracts that require the Buyer to sell any shares of common stock of any Subsidiary or that require any Subsidiary to issue or sell any shares of capital stock of any Subsidiary or any securities convertible into shares of capital stock of any Subsidiary. The Buyer owns beneficially and of record, all of the outstanding capital stock of each Subsidiary free and clear of all Encumbrances.

Capitalization; Ownership. The authorized capital stock of the Buyer Company consists of 63,566,871 shares of common stock, .001 par valueOrdinary Shares, of which 100 shares are issued and outstanding, and of 100 Management Shares, of which all 100 are issued and outstanding. There are no other authorized classes or series of capital stock or other equity securities of the BuyerCompany. All of the shares of common stock of the Buyer Company, including the Shares were validly issued, are fully paid and non-assessablenonassessable, and were not issued in violation of any preemptive or similar rights of any shareholder. Shareholders' pro rata Share ownership is set forth on Schedule 3.22.3. There are no outstanding Contracts that require Buyer Sellers to sell any shares of common stock of the BuyerCompany, including the Shares, or that require the Buyer Company to issue or sell any shares of capital stock of the Buyer Company, including the Shares or any securities convertible into shares of capital stock of the BuyerCompany, including the Shares. The Stock will Shares represent approximately 7100% of the outstanding capital stock of the BuyerCompany. At the ClosingSellers own, Buyer will deliver to Sellers valid title to beneficially and of record, all of the Stock Shares free and clear of all Encumbrances. Except as set forth on Schedule 3.22.3, none of the Shares are held jointly with any other Person, including any Shareholder. At the Closing, Sellers will deliver to Buyer valid title to all of the issued and outstanding Shares free and clear of all Encumbrances. Except as set forth on Schedule 2.3, the Buyer Company owns all of the issued and outstanding shares of capital stock of each, of its subsidiary each Subsidiary free and clear of all Encumbrances. The authorized capital, as well as the issued and outstanding stock of each such subsidiary Subsidiary, is as set forth on the Buyer's public filings in the SEC E▇▇▇▇ Database at w▇▇.▇▇▇.▇▇▇ on Forms 10K and 10Q. below: Name of Subsidiary Share Description Authorized Shares Outstanding Shares Solar Style Ltd. Ordinary Shares 50,000 200 There are no other classes or series of capital stock or other equity securities of any Subsidiary. All of the shares of common stock of the Subsidiaries were validly issued, are fully paid and non-assessablenonassessable, and were not issued in violation of any preemptive or similar rights of any shareholder. There are no outstanding Contracts that require the Buyer Company to sell any shares of common stock of any Subsidiary or that require any Subsidiary to issue or sell any shares of capital stock of any Subsidiary or any securities convertible into shares of capital stock of any Subsidiary. The Buyer Company owns beneficially and of record, all of the outstanding capital stock of each Subsidiary free and clear of all Encumbrances.

Capitalization; Ownership. (a) The authorized capital stock of the Buyer consists of 63,566,871 shares of common stock, .001 par valueas well as the issued and outstanding stock, of which shares are issued and outstanding. each Seller is as set forth in Schedule 2.2(a) There are no other authorized classes or series of capital stock or other equity securities of the Buyereither Seller than as included in Schedule 2.2(a). All of the shares of common stock of the Buyer Shares were validly issued, are fully paid and non-assessablenonassessable, and were not issued in violation of any preemptive or similar rights of any shareholder. Shareholders' pro rata Share No former or current shareholder of either of the Sellers or any other Person has contested, is contesting or has a valid basis for contesting the ownership is of any of the Shares. Except as set forth on Schedule 3.2. There 2.2(a) there are no outstanding warrants, options, calls, puts, rights of first refusal or first offer, registration rights, convertible Securities or other Securities or Contracts that require Buyer to sell any shares of common stock obligating either of the Buyer, or that require the Buyer Sellers to issue or sell any shares of capital stock or otherwise restricting the sell or transfer of any of the Buyer or any securities convertible into shares Shares. Shareholders collectively own, beneficially and of capital stock of the Buyer. The Stock will represent approximately 7% of the outstanding capital stock of the Buyer. At the Closingrecord, Buyer will deliver to Sellers valid title to all of the Stock Shares free and clear of all Encumbrances. Except as set forth on Schedule 3.2, the Buyer owns all of the issued and outstanding shares of capital stock of each, of its subsidiary free and clear of all Encumbrances. . (b) The authorized capitalcapital stock, as well as the issued and outstanding stock stock, of each such subsidiary Subsidiary is as set forth on the Buyer's public filings in the SEC E▇▇▇▇ Database at w▇▇.▇▇▇.▇▇▇ on Forms 10K and 10Q. below: @Link Networks, Inc. Common 1,000 1,000 eGIX Network Services of Virginia, Inc. Common 100,000 100,000 DSL Indiana Acquisitions, LLC Membership Interests 1,000 1,000 There are no other authorized classes or series of capital stock or other equity securities of any Subsidiary. Except as set forth above, neither Seller nor any Subsidiary owns or has any right to acquire any equity interest in any other Person. All of the shares of common stock or other equity securities of the Subsidiaries were validly issued, are fully paid and non-assessablenonassessable, and were not issued in violation of any preemptive or similar rights of any shareholdershareholder or member. No former or current shareholder or member of any Subsidiary or any other Person has contested, is contesting or has a valid basis for contesting the ownership of any of the shares of capital stock or membership interests of any Subsidiary. There are no outstanding warrants, options, calls, puts, rights of first refusal or first offer, registration rights, convertible Securities or other Securities or Contracts that require obligating any of the Buyer to sell any shares of common stock of any Subsidiary or that require any Subsidiary Subsidiaries to issue or sell any shares of capital stock or membership interests or otherwise restricting the sell or transfer of any Subsidiary or any securities convertible into shares of capital stock or membership interests of any Subsidiary. The Buyer owns eGIX owns, beneficially and of record, all of the outstanding capital units of DSL Indiana Acquisitions, LLC free and clear of all Encumbrances and ENS owns, beneficially and of record, all of the outstanding capital stock of each Subsidiary eGIX Network Services of Virginia, Inc. and @Link Networks, Inc. free and clear of all Encumbrances.

Capitalization; Ownership. (a) The entire authorized capital stock of the Buyer Acquired Company consists of 63,566,871 1,000,000 shares of common stockCommon Stock, .001 $0.10 par value. Exhibit ------- 3.3 contains a true, accurate and complete listing of which the total number --- of shares are issued and of Common Stock of the Acquired Company outstanding. There are no other authorized classes or series Exhibit ------- 3.3 also contains a true, accurate and complete listing of capital stock or other equity securities all the --- shareholders of the Buyer. Acquired Company, along with the number of shares owned by each shareholder and such shareholder's full name and mailing address. (b) All of the currently outstanding shares of common stock Common Stock of the Buyer were Acquired Company are duly authorized, validly issued, are fully paid and non-assessablenonassessable. The Common Stock of the Acquired Company is not subject to, and were not no shares of Common Stock of the Acquired Company have been issued in violation of, any preemptive rights or any right of first refusal or other similar right in favor of any preemptive or similar rights of any shareholder. Shareholders' pro rata Share ownership is set forth on Schedule 3.2. There are no outstanding Contracts that require Buyer to sell any shares of common stock of the Buyer, or that require the Buyer to issue or sell any shares of capital stock of the Buyer or any securities convertible into shares of capital stock of the Buyer. Person. (c) The Stock will represent approximately 7% of the outstanding capital stock of the Buyer. At the Closing, Buyer will deliver to Sellers valid Shareholders have good and marketable title to all of the Stock their shares, free and clear of all Encumbrancesliens, encumbrances, claims and other charges of every kind. The Shareholders have the full right to transfer their shares to Purchaser free and clear of all liens, encumbrances, claims and other charges of every kind and without violating any agreement or understanding to which the Acquired Company or the Shareholders or any of them are a party or by which they or any of them are bound. (d) Except as set forth on Schedule 3.2Exhibit 3.3, there are no outstanding ----------- options, warrants, calls, commitments or plans by the Buyer owns all Acquired Company to issue any additional shares of the issued and its Common Stock, to pay any dividends on such shares or to purchase, redeem, or retire any outstanding shares of capital stock its Common Stock, nor are there outstanding any securities or obligations which are or may become convertible into or exchangeable for any shares of each, of its subsidiary free and clear of all Encumbrances. The authorized capital, as well as the issued and outstanding stock of each such subsidiary is set forth on the Buyer's public filings in the SEC E▇▇▇▇ Database at w▇▇.▇▇▇.▇▇▇ on Forms 10K and 10Q. There are no other classes or series of capital stock or other equity securities of any Subsidiary. All Common Stock of the shares of common stock of the Subsidiaries were validly issued, are fully paid and non-assessable, and were not issued in violation of any preemptive or similar rights of any shareholderAcquired Company. There are no outstanding voting trusts or other Contracts that require to which the Buyer to sell any shares of common stock of any Subsidiary or that require any Subsidiary to issue or sell any shares of capital stock of any Subsidiary Acquired Company or any securities convertible into shares of capital stock of any Subsidiary. The Buyer owns beneficially and of record, all of the outstanding capital stock Shareholders is a party or is bound with respect to the voting of each Subsidiary free and clear the Common Stock of all Encumbrancesthe Acquired Company.