The authorized, issued and outstanding membership units of Seller is set forth and particularly described in Schedule 4.2(a) (the "Units"). All of the outstanding Units is owned by the members of the Seller in the proportions set out on Schedule 4.2(a) and is validly issued, fully paid and non-assessable. There are no other outstanding membership units or other securities of the Seller bearing voting or other equity rights. Except as provided in Schedule 4.2(b) , no present officer, manager, or director of the Seller: (i) has any direct or indirect investment in (a) any entity which does any business with the Seller or (b) any property, asset or right which is used in the conduct of the business by the Seller; or (ii) has any contractual relationship with the Seller other than such relationship as attaches to being such officer, manager, or director of the Seller.