Schedule 4(g) sets forth a true and complete list of the name and jurisdiction of organization of each Subsidiary as well as the entire authorized and outstanding equity securities of each such Subsidiary (the “ Subsidiary Membership Interests ”). Target is the sole record and beneficial owner and holder (either directly or indirectly via a Subsidiary) of all of the Subsidiary Membership Interests, free and clear of all Liens. All of the Subsidiary Membership Interests have been duly authorized, are validly issued, fully paid, and non-assessable, have not been issued in violation of any preemptive or similar right created by statute, the certificate of formation or operating agreement of any Subsidiary, or any Contract to which any Subsidiary is a party or by which any Subsidiary is bound, and have been issued in compliance with applicable Law. Except as set forth on Schedule 4(g) , there are no (i) outstanding or authorized equity interests of any Subsidiary, options (and any shares reserved for issuance upon the exercise thereof), warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require any Subsidiary to issue, sell, or otherwise cause to become outstanding any of its equity interests or shares convertible, exercisable for or exchangeable into equity or voting interests of such Subsidiary, or (ii) outstanding or authorized equity appreciation, phantom stock, profit participation, or similar equity-based rights with respect to any of the Subsidiary Membership Interests. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting, transfer or other rights of any of the Subsidiary Membership Interests. Neither Target nor any Subsidiary owns, and has no agreement to acquire, any capital stock of or other equity interest in any Person, except for the ownership of the Subsidiary Membership Interests reflected on Schedule 4(g) or as set forth on Schedule 4(g) .