As of the date of this Agreement, the authorized capital stock of MSPC and the shares thereof currently issued and outstanding are as set forth in the SEC Documents (as that term is hereinafter defined). No securities of MSPC are entitled to preemptive rights or registration rights and there are no outstanding options, warrants, scrip, rights to subscribe to, call or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of MSPC. Except for (i) this Agreement and (ii) as set forth in Section 2(f), there are no existing of proposed contracts, commitments, understandings, or arrangements with any individual, corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or political subdivision thereof) or other entity of any kind (a “ Person ”) by which MSPC is or may become bound to issue additional shares of the capital stock of MSPC or options, securities or rights (whether issued by MSPC or any Subsidiary) convertible into shares of capital stock of MSPC. Except as set forth in the SEC Documents, MSPC is not a party to or bound by any agreement or understanding granting registration or anti-dilution rights to any Person with respect to any of its equity or debt securities. MSPC is not a party to, and it has no knowledge of, any agreement or understanding restricting the voting or transfer of any shares of the capital stock of MSPC. All of the outstanding shares of MSPC’s capital stock are duly and validly authorized, fully paid and nonassessable.