The Selling Shareholder is and will be as of the Closing, the registered and beneficial owner of, and will have good and marketable title to, all of the SPL Common Stock held by him and will hold such stock free and clear of all liens, charges and encumbrances whatsoever; and such SPL Common Stock held by the Selling Shareholder has been duly and validly issued and are outstanding as fully paid and non-assessable common shares in the capital of SPL.  The Selling Shareholder has due and sufficient right and authority to enter into this Agreement on the terms and conditions herein set forth and to transfer the registered, legal and beneficial title and ownership of the SPL Common Stock held by it.