Following the Conversion, the authorized capital stock of J consists of one hundred million (100,000,000) shares of common stock, no par value (the “Juice Common Stock”) and ten million (10,000,000) shares of preferred stock par value $.01 per share (the “J Preferred Stock” and collectively with the Common Stock, the “Capital Stock”). Of the authorized Juice Preferred Stock, one (1) share has been designated as J Series A Preferred Stock, the designations, rights and preference of which are set forth on Exhibit “D” attached hereto and incorporated herein by such reference (the “J Series A Preferred Stock”). All of the shares of Capital Stock shall have been duly authorized and validly issued as of the Closing, and shall be fully paid and non-assessable and no personal liability attaches to the ownership thereof. L is the sole owner of 100% of J’s limited liability interests and, as of the Closing, shall be the owner of two million (2,000,000) shares of the Juice Common Stock (the “L Common Stock”), which represents 100% of the Juice Common Stock prior to the issuance of the K Common Stock. In addition, N shall, as of the Closing Date, be the owner of the one (1) share of Series A Preferred Stock. Otherwise, there are no other outstanding shares of capital stock of J, and there are no outstanding options, warrants, agreements, commitments, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire any of the shares of capital stock or any unissued or treasury shares of capital stock of Juice. Other than as contemplated by the plan of reorganization of H (the “Plan”), wherein H is contemplated to be a wholly-owned subsidiary
of J pursuant to the Plan, J has no subsidiary corporations
. The J Common Stock to be issued to K at Closing will be fully paid and non-assessable.