(i) One Hundred Percent (100%) membership interests of WelNess and Integrity are issued and outstanding, with 25% held by McKinney, 25% held by Guest, 25% held by Gardner, and 25% held by Loudermilk; (ii) One Hundred Percent (100%) membership interests of LGMG, LLC d/b/a Verifi Resource Group are issued and outstanding, with 71.64% held by WelNess and 28.36% held by those individuals whose names are set forth on Schedule 4.1(b) (the “Minority Members”). All of the issued and outstanding Membership Interests and the LGMG Interests have been duly authorized, are validly issued, fully paid, and nonassessable. The Membership Interests and the LGMG Interest are held of record by the Sellers or WelNess, respectively, free and clean of any restriction on transfer, Taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims and demands (except restrictions under the Securities Act and state securities laws). Except as set forth on Schedule 4.2 , no other Person has any right, title or interest in or to the Membership Interests, the LGMG Interest or any other equity interest of the Companies. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require any of the Companies to issue, sell, or otherwise cause to become outstanding any of its membership interests or any other equity interest or other security. Notwithstanding the foregoing, there are still outstanding units of LGMG that could be issued to accredited investors. There are no outstanding or authorized appreciation, phantom stock, profit participation, or similar rights with respect to the Companies. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the Membership Interests or units of the Companies. Schedule 4.1(b) contains and complete and accurate capitalization of the Companies and the respective ownership of the Membership Interests by the Sellers and WelNess. The Sellers are the sole members of the Acquired Companies.