The Company has an authorized capitalization consisting of 243,800 Ordinary Shares; of which there are 243,800 issued Ordinary Shares. All of the shares have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any preemptive or similar rights of any Person. All of the issued and outstanding Shares of the Company are owned of record and beneficially by the Members as currently constituted. Upon the Closing, the Acquiring Entity shall receive good, valid title to all said shares, free and clear of all Liens, except for 501 Ordinary Shares. No other class of shares is authorized or outstanding. There are no: (a) outstanding subscriptions, options, warrants, rights (including " Phantom Stock Rights "), calls, commitments, understandings, conversion rights, rights of exchange, plans or other agreements of any kind providing for the purchase, issuance or sale of any shares of the Company, or (b) agreements by any Member with respect to any of the shares, including any voting trust, other voting agreement or proxy with respect thereto, or (c) equity holder agreements between the Company and its direct or indirect holders regarding the securities of such company.