GEP has an authorized capitalization of 100,000 common shares, of which 100,000 shares are issued and outstanding and owned and held in the name of the Shareholder. GEP has no securities outstanding now, nor will it have at the date of Closing, which are convertible into shares of any class of capital stock or any other security of GEP, nor any outstanding rights, options, warrants, subscriptions or other instruments or understandings entitling the holders thereof to purchase or receive any securities of GEP of any kind.