Such Seller is the record and beneficial owner of the outstanding Shares set forth opposite such Seller’s name on Annex I hereto, and such Seller has good and marketable title to such Shares, free and clear of all liens and encumbrances. Such Seller has full right, power and authority to transfer and deliver to Buyer valid title to the Shares held by such Seller free and clear of all liens and encumbrances other than as may be imposed on Buyer. Immediately following the closing, Buyer will be the record and beneficial owner of such Shares, and have good and marketable title to such Shares free and clear of all liens and encumbrances except as are imposed by Buyer. Except pursuant to this Agreement, there is no contractual obligation pursuant to which such Seller has, directly or indirectly, granted any option, warrant or other right to any Person to acquire any equity interests in the Company. Such Seller is not a party to, and is not subject to, any shareholders agreement, voting agreement, voting trust, proxy or other contractual obligation relating to the transfer of voting of such equity interests.