Common use of Title to Securities; Capitalization Clause in Contracts

Title to Securities; Capitalization. (a) The paid-in capital of the Seller is Ten Thousand dollars ($10,000). All of the outstanding Seller Securities are listed on Schedule A-1 and were duly authorized, validly issued, fully paid and nonassessable, and free of Encumbrances. None of the Seller Securities are subject to, or issued in violation of, any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law, any of the Seller’s Organizational Documents, or any contract to which the Seller is a party or by which the Seller is bound. There are no outstanding contractual obligations of the Seller to repurchase, redeem or otherwise acquire any of the Seller Securities or any capital equity of the Seller and there are no outstanding contractual obligations of the Seller to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. None of the outstanding Seller Securities has been issued in violation of any applicable securities Laws.