The authorized Acquiree Membership Units of Acquiree consist of 20,000 membership units. As of the date of this Agreement and the Closing, there are and will be 10,000 Acquiree Membership Units issued and outstanding. Exhibit A sets forth a complete and accurate list of all holders of Acquiree Membership Units, indicating the number of Acquiree Membership Units held by each holder. All of the issued and outstanding Acquiree Membership Units have been duly authorized and are validly issued, fully paid, nonassessable and free of all preemptive rights. There are no outstanding or authorized options, warrants, rights, agreements or commitments to which Acquiree, Berkman or any other Acquiree Member is a party or which are binding upon Acquiree or any Acquiree Member providing for the issuance or redemption of any of its membership units. There are no outstanding or authorized unit appreciation, phantom units or similar rights with respect to Acquiree. There are no agreements to which Acquiree is a party or by which it is bound with respect to the voting (including without limitation voting trusts or proxies), registration under the Securities Act, or sale or transfer (including without limitation agreements relating to pre-emptive rights, rights of first refusal, co-sale rights or “drag-along” rights) of any securities of Acquiree. There are no agreements with respect to the voting (including without limitation voting trusts or proxies) or sale or transfer (including without limitation agreements relating to rights of first refusal, co-sale rights or “drag- along” rights) of any securities of Acquiree. All of the issued and outstanding Acquiree Membership Units were issued in compliance with applicable securities laws.