The Seller holds of record and owns beneficially (A) all of the Company Shares, and such Company Shares represent all of the issued and outstanding capital stock of the Company, and (B) 1,000 shares of common stock of Connected Data, representing all of the issued and outstanding capital stock of Connected Data. The Company Shares and the shares of common stock of Connected Data owned by the Seller are held free and clear of any Security Interest. The Seller is not a party to any option, warrant, purchase right, or other contract or commitment that could require the Seller to sell, transfer, or otherwise dispose of any capital stock of the Company (other than this Agreement) or any capital stock of Connected Data (other than the Contribution Agreement). The Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of the Company or of Connected Data.