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(A) 5,634,458.7076 shares of Common Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights, (B) no shares of Company Common Stock were held by Company in its treasury, and (C) 369,750 shares of Company Common Stock were reserved for issuance pursuant to the Company Stock Option Plans, of which 283,117 shares of Common Stock were subject to outstanding and unexercised Company Options. As of the date hereof, no shares of preferred stock of Company were issued and outstanding and no shares of such preferred stock were held in the treasury of Company.

(b) Except as set forth in clause (a) above or in Section 3.2(b) of the Disclosure Schedules, as of the date hereof, there are no Stock Rights issued or authorized by Company or any Company Subsidiary relating to the issued or unissued capital stock or equity interest of Company or any Company Subsidiary or obligating Company or any Company Subsidiary to issue or sell any shares of capital stock of, or Stock Rights in Company or any Company Subsidiary. There are no outstanding contractual obligations of Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any capital stock or equity interest of Company (including any Shares of Common Stock) or any Company Subsidiary or any Stock Rights or to pay any dividend or make any other distribution in respect thereof or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Person.

(c) Company Subsidiaries constitute all of the Subsidiaries of Company in existence as of the date hereof. Except as set forth in Section 3.2(c) of the Disclosure Schedules, all of the membership interests of Company Subsidiaries are owned directly or indirectly by Company, free and clear of all Liens and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities laws and the applicable limited liability company agreement or operating agreement of such Company Subsidiary. As of the date of this Agreement, neither Company nor any of Company Subsidiaries directly or indirectly owns or has any right or obligation to subscribe for or otherwise acquire any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than Company Subsidiaries).

(d) Seller is the sole record and beneficial owner of the Shares, and, as of the Closing, will own such Shares free and clear of any Liens, other than any Lien existing by virtue of the Securities Act. As of the Closing, the Shares will constitute all of the issued and outstanding capital stock of Company and upon payment and satisfaction of Company’s obligations pursuant to Section 5.9, no Company Options shall be outstanding and exercisable.

Section 3.3 Authority for Agreement . Each of Seller and Company has all necessary limited liability company or corporate power and authority, as the case may be, to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by each of Seller and Company of this Agreement, and the consummation by each of Seller and Company of the transactions contemplated by this Agreement, have been duly authorized by all necessary limited liability company or corporate action, as the case may be, on the part of each of Seller and Company and no other limited liability company or corporate proceedings, as the

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