“Liens” means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

Capitalization and Security Holders. The authorized capitalization of [[Organization A:Organization]] consists of 5,000,000,000 authorized shares of Common Stock of which approximately 895,527,796 shares of Common Stock will be issued and outstanding at the close of this transaction. Each outstanding share of [[Organization A:Organization]] Stock has been duly authorized and validly issued and is fully paid and is non-assessable, and no shares of [[Organization A:Organization]] Stock have been issued in violation of preemptive or similar rights.

The Corporation has reserved and shall continue at all times to reserve and keep available out of its authorized and unissued Common Stock or shares acquired by the Corporation, solely for issuance upon the conversion of shares of Series A Preferred Stock as provided in this Subdivision 3, free from any preemptive or other similar rights, such number of shares of Common Stock as shall from time to time be issuable upon the conversion of all the shares of

Stock Fully Paid: Reservation of Shares. All Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance pursuant to the terms and conditions herein, be fully paid and nonassessable, and free from all preemptive rights and taxes, liens and charges with respect to the issue thereof. During the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized, and reserved for the purpose of the issue upon exercise of the purchase rights evidenced by this Warrant, a sufficient number of shares of its Applicable Stock to provide for the exercise of the rights represented by this Warrant and, while applicable, a sufficient number of shares of its Common Stock to provide for the conversion of the Applicable Stock into Common Stock.

Sale of Common Stock. Upon the terms and subject to the provisions of this Agreement, the Seller agrees that he will sell, convey, transfer, assign and deliver to Buyer at the Closing provided for in Article 2, free and clear of all claims, liens, pledges, encumbrances, mortgages, charges, security interests, options, preemptive rights or other interests or equities whatsoever, 152.44 shares of duly and validly issued, fully paid and non-assessable common stock ("Purchased Stock") of the Company owned by the Seller.

Subject to and without limiting the other terms of this Agreement, the Company grants to each Member, and each Member shall have the right to purchase, in accordance with the procedures set forth herein, up to such Member’s pro rata portion (based on each Member’s Ownership Percentage at the time of the applicable New Interests Notice) of any New Interests which the Company may, from time to time, propose to issue and sell (hereinafter referred to as the “Preemptive Rights”).

Except as set forth in Section 5.5(c) of the Permal Disclosure Schedule, # there are no Contracts establishing or affecting any Equity Interests of any Permal Entity or the Company, # there are no outstanding options, warrants or other rights (including preemptive rights) to buy, or any securities convertible into or exchangeable for, any Equity Interests of any Permal Entity or the Company (or any Contracts to issue such rights or securities), # there are no Contracts requiring any Permal Entity or the Company to issue additional Equity Interests or repurchase or otherwise acquire or retire any Equity Interests and # no Lien has been created in favor of any Person affecting any unissued Equity Interests of any Permal Entity or the Company.

Except as set forth in [Section 4.5(c)] of the EnTrust Disclosure Schedule, # there are no Contracts establishing or affecting any Equity Interests of any EnTrust Entity or EP Partners, # there are no outstanding options, warrants or other rights (including preemptive rights) to buy, or any securities convertible into or exchangeable for, any Equity Interests of any EnTrust Entity or EP Partners (or any Contracts to issue such rights or securities), # there are no Contracts requiring any EnTrust Entity or EP Partners to issue additional Equity Interests or repurchase or otherwise acquire or retire any Equity Interests and # no Lien has been created in favor of any Person affecting any unissued Equity Interests of any EnTrust Entity or EP Partners.

Voting Rights. Each Lender shall retain the sole right to approve, without the consent of any Participant, any amendment, modification or waiver of any provision of the Loan Documents other than any amendment, modification or waiver specified in [Sections 8.2(a) through (f)] with respect to the Loan or the Commitment in which such Participant has an interest.

Shareholder Rights. The Grantee shall not have any voting or other shareholder rights unless and until shares of Common Stock are actually delivered to the Grantee.