Schedule 17(F) of Exhibit “D” , which is attached, and made part of, this Note, contains a true, correct and complete listing of all authorized, issued and outstanding equity interests in the Company, including all preferred, common, profit interests and any other equity interests (the “ Total Company Equity ”) and the corresponding beneficial owners of such Total Company Equity (the “ Shareholders ”). The Total Company Equity is lawfully owned by each of the Shareholders as set forth on Schedule 17(F) of Exhibit “D” , which is attached, and made part of, this Note, and all voting rights in the Company are vested exclusively with the Shareholders. Except as set forth on Schedule 17(F) of Exhibit “D” , which is attached, and made part of, this Note on the date hereof, there is no subscription, warrant, option, convertible security or other right (contingent or otherwise) to purchase or acquire from the Company any common, preferred or profit interests in the Company or any other interest, security or right in the Company. Except as set forth on of the Schedule 17(F) of Exhibit “D” , which is attached, and made part of, this Note, on the date hereof, the Company does not have an obligation (contingent or otherwise) to issue any subscription, warrant, option, convertible security or other such right, or to issue or distribute other equity interests in the Company or any assets of the Company. The Company does not have an obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any common, preferred or profit interests in the Company or any other interest in the Company or to make any distribution in respect thereof. Except for the Stockholders Agreement (as defined below) among the existing shareholders of the Company, the Company has no knowledge that there is any agreement, written or oral, between the Company and any person or among any holders of its securities, relating to the sale or transfer (including agreements relating to rights of first refusal, co sale rights or “drag along” rights), registration under the Securities Act of 1933 (the “ Act ”), as amended, or voting, of the common, preferred or profit interests in the Company or other equity interests in the Company. The Company believes in good faith that any “nonqualified deferred compensation plan” (as such term is defined under Section 409A(d)(1) of the Internal Revenue Code of 1986 (as amended, the “ Code ”) and the guidance thereunder) under which the Company makes, is obligated to make or promises to make, payments (each, a “409A Plan”) complies in all material respects, in both form and operation, with the requirements of Section 409A of the Code and the guidance thereunder. The Company has no knowledge that any payment to be made under any 409A Plan is, or will be, subject to the penalties of Section 409A(a)(1) of the Code.