The outstanding shares of capital stock of the Company have been validly issued and are fully paid and non-assessable. There are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to any shares of capital stock of the Company or obligating the Company or any of its affiliates to issue or sell any shares of capital stock of, or any other interest in, the Company or obligating Primary Seller or any of its affiliates to issue or sell any shares of capital stock of, or any other interest in, the Company (other than this Agreement). Primary Seller has good and valid title to the Shares, free and clear of any Liens.