Seller is the record and beneficial owner of all of the Membership Interests.  The Company is wholly-owned by Acton Holdings. Other than the Membership Interests, there are no other equity securities of Acton Holdings issued, reserved for issuance or outstanding. Other than the equity interests held by Acton Holdings, there are no other equity securities of the Company issued, reserved for issuance or outstanding.  There are no securities outstanding convertible into, exchangeable for or carrying the right to acquire, at any time, or any voting agreements with respect to, any equity securities of the Acquired Entities or any subscriptions, warrants, options, rights or other arrangements obligating the Acquired Entities to issue or acquire any of their respective equity securities or securities convertible into or exchangeable for equity securities of the Acquired Entities. Except as contemplated by this Agreement or set forth on Schedule 2.3 of the Seller Disclosure Schedule, there are no obligations of any Acquired Entity to make any payment to any Person, including any holder of any equity securities of the Acquired Entities, based upon or related to the value of any equity securities of the Acquired Entities.  Other than Acton Holding’s ownership of the Company, neither Acton Holdings nor the Company, directly or indirectly, owns any equity or similar interest in, or any interest convertible into, exchangeable for, or carrying the rights to acquire, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity.