Ownership of Stock. Seller is the owner of all legal and beneficial interests in the Shares and holds the same free and clear of all liens, encumbrances, restrictions, preemptive rights and claims of every kind. The Shares represent all of the issued and outstanding capital stock of the Company. The delivery to Buyer of the Shares pursuant to the provisions of this Agreement will transfer to Buyer good title thereto, free and clear of all liens and encumbrances. Seller has not, directly or indirectly, offered its Shares for sale, or solicited any offer to purchase such Shares, by means of any form of general advertising or other general solicitation or otherwise in any manner that would require the Shares to become subject to the registration requirements of any state or federal securities or blue sky laws. No other person or entity has any right to acquire or otherwise holds any interest in, or has any rights with respect to, the Shares. Seller is not a party to or bound by any subscription, option, warrant, call, conversion privilege, voting agreement or other right or agreement relating to the issuance, ownership, transfer or voting of the Shares.

Ownership of Company Shares. Sellers are the owners, beneficially and of record, of the Shares set forth opposite his name in [Schedule A] attached hereto (the “Company Shares”). Company Shares are not pledged, mortgaged or otherwise encumbered in any way and there is no lien, mortgage, charge, claim, liability, security interest or encumbrance of any nature against the Company Shares arising from such Sellers’ actions. The Company Shares are not party to any outstanding warrants, rights of subscription or conversion, calls, commitments, agreements, arrangements, understandings, plans, contracts, proxies, voting trusts, voting agreements or instruments of any kind or character, oral or written, relating to the issuance, voting or sale of Company Shares or of any securities representing the right to purchase or otherwise receive any such Shares. Sellers are not party to any security holders agreements, preemptive rights or other agreements, arrangements, commitments or understandings, oral or written, relating to the voting, issuance, acquisition or disposition of the Company Shares or the conduct or management of the Company by its Board of Managers. At the Closing, the Sellers shall have good and marketable title to the Company Shares and full right to transfer title to such Shares, subject to any restrictions imposed by state or federal securities laws, free and clear of all liens, mortgages, charges, liabilities, claims, security interests or encumbrances of every type whatsoever. The sale, conveyance, transfer and delivery of the Company Shares by the Sellers to the Buyer pursuant to this Agreement, against payment therefor in accordance with the terms hereof, will transfer full legal and equitable right, title and interest in the Company Shares to the Buyer, free and clear of all liens, mortgages, charges, claims, liabilities, security interests and encumbrances of any nature whatsoever other than as contemplated by this Agreement and the other agreements and instruments to be entered into in connection with the transactions contemplated hereby (the “Other Agreements”).

Title. Seller is the lawful record and beneficial owner of the ​ Shares, which are evidenced by the Certificates numbers ​, ​ and ​. The Seller has sole, valid, marketable and clean title to all of the Shares. The Shares are free and clear of and from all Liens and other restrictions, except for restrictions on transfer imposed by federal and state securities laws. None of the Shares are or will be subject to any voting trust or agreement nor subject to any rights of first refusal, pre-emptive or similar rights. No Person holds or has the right to receive any proxy or similar instrument with respect to any of the Shares. Seller is not a party to any agreement which offers or grants to any Person the right to purchase or acquire any of the Shares. There is no applicable local, state or federal law, rule, regulation, or decree which would, as a result of the purchase of the Shares by Purchaser, impair, restrict or delay voting rights with respect to the Shares. No Person has any right to any of the Purchase Price paid for the Shares except for the Seller. All of the Shares were duly and validly issued and fully paid for by the Seller pursuant to an exemption from the registration requirements of the Securities Act.