At the Closing, Issuer will have an adequate number of authorized Membership Units (as defined in the Amended and Restated Limited Liability Company Agreement, dated as of January 31, 2018 (the “ LLC Agreement ”) to effect the issuance of the Issuer Units in accordance with this Agreement. The Issuer Units will have been duly issued and fully paid and will be non-assessable when issued and delivered against payment therefor as provided in this Agreement, free and clear of all liens, security interests, claims, restrictions and encumbrances of any kind (collectively, “ Liens ”), other than under applicable securities Laws. The authorized, issued and outstanding Membership Units of Issuer, after giving effect to issuance of Issuer Units to the Subscriber hereunder, are as set forth in Schedule 2 to the LLC Agreement. Other than as set forth on Schedule 2 to the LLC Agreement, there are no other Membership Units outstanding, and there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating Issuer to issue, transfer, sell, purchase, redeem or otherwise acquire, any Membership Units, except as required under this Agreement and the LLC Agreement.