CompUSA 2014 Annual Report Download - page 140

(d) Industrialsupplies.com
is a limited liability company duly organized, validly existing and in good standing under the
Laws of the State of Delaware. The authorized membership interests of Industrialsupplies.com
consist of a sole membership interest (the
“Industrialsupplies.com Interests”), which is owned of record and beneficially by the Seller. All of the Industrialsupplies.com
Interests have been
duly authorized, are validly issued, fully paid and non-assessable. There are no outstanding or authorized options, warrants, convertible
securities
or other rights, agreements, arrangements or commitments of any character relating to the Industrialsupplies.com
Interests or obligating the
Seller or Industrialsupplies.com to issue or sell any membership interests in Industrialsupplies.com . Industrialsupplies.com
is not subject to any
obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its membership interests. All of the
Industrialsupplies.com Interests were issued in compliance with applicable Laws. None of the Industrialsupplies.com
Interests were issued in
violation of any agreement, arrangement or commitment to which the Seller or Industrialsupplies.com
is a party or is subject or in violation of
any preemptive or similar rights of any Person. There are no voting trusts, membership interest agreements, proxies or other agreements or
understandings in effect with respect to the voting or transfer of any of the Industrialsupplies.com Interests.
(e)
Products for Industry is a limited liability company duly organized, validly existing and in good standing under the
Laws of the State of Delaware. The authorized membership interests of Products for Industry consist of a sole membership interest (the “
PFI
Interests”)
which is owned of record and beneficially by the Seller. All of the PFI Interests have been duly authorized, are validly issued, fully
paid and non-
assessable. There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements,
arrangements or commitments of any character relating to the PFI Interests or obligating the Seller or Products for Industry to issue or sell any
membership interests in, Products for Industry. Products for Industry is not subject to any obligation (contingent or otherwise) to repurchase or
otherwise acquire or retire any of its membership interests. All of the PFI Interests were issued in compliance with applicable Laws. None of the
PFI Interests were issued in violation of any agreement, arrangement or commitment to which the Seller or Products for Industry is a party or is
subject or in violation of any preemptive or similar rights of any Person. There are no voting trusts, membership interest agreements, proxies or
other agreements or understandings in effect with respect to the voting or transfer of any of the PFI Interests.
(f) C&H Productos is a Sociedad de Responsibilidad Limitada de Capital Variable
duly organized, validly existing and
in good standing (or its equivalent) under the Laws of Mexico. The authorized capital of C&H Productos consists of 2 (two) equity quotas. K+K
America Corporation n/k/a TAKKT America Holding, Inc. is the record and beneficial owner of 1 (one) equity quota with value of
MXN$64,794,502.00 that represents 99.9961% and C&H Distributors is the record and beneficial owner of 1 (one) equity quota with value of
MXN$2,499.00 that represents 0.0039% of the issued and outstanding capital of C&H Productos (collectively, the “C&H Productos Equity”
).
All of the C&H Productos Equity have been duly authorized, are validly issued, fully paid and non-
assessable. There are no outstanding or
authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the
C&H Productos Equity or obligating the Seller or C&H Productos to issue or sell any equity quotas in, C&H Productos. C&H Productos is not
subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its equity quotas. All of the C&H
Productos Equity were issued in compliance with applicable Laws. None of the C&H Productos Equity were issued in violation of any
agreement, arrangement or commitment to which the Seller or C&H Productos is a party or is subject or in violation of any preemptive or similar
rights of any Person. There are no voting trusts, membership interest agreements, proxies or other agreements or understandings in effect with
respect to the voting or transfer of any of the C&H Productos Equity.
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