MHC’s authorized capital stock, as of the Closing Date prior the issuance of the Exchange Shares, shall consist of (a) Seventy-Fifty Million (75,000,000) authorized shares of common stock (the “Common Stock”), of which 28,245,00 shares will be issued and outstanding; (b) ten million authorized shares of Preferred Stock (the “Preferred Stock”), of which zero (0) shares are issued and outstanding. All of such issued and outstanding shares of MHC’s Common Stock are duly authorized, validly issued, fully paid and non-assessable. There are no outstanding options, warrants, agreements or rights to subscribe for or to purchase, or commitments to issue, shares of MHC’s Common Stock or any other security of MHC or any plan for any of the foregoing. MHC is not obligated to register the resale of any of its Common Stock on behalf of any shareholder of MHC under the Securities Act.