Schedule 3.4 sets forth the number, class and ownership of the Seller’s outstanding equity securities immediately prior to Closing (the “ Seller Equity Interests ”). The Seller Equity Interests constitute all of the outstanding equity or voting interests of the Seller, and the Seller Equity Interests have been duly authorized and are validly issued, fully paid and nonassessable. There are no outstanding securities convertible, exercisable or exchangeable into equity of the Seller or any options, warrants, purchase rights, subscription rights, preemptive rights, conversion rights, exchange rights, calls, puts, rights of first refusal or other Contracts that could require the Seller to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any equity interest. There are no voting trusts, proxies or other Contracts relating to the voting of equity of the Seller.