The authorized equity securities of each of the Credit Parties as of the Closing Date are as set forth on Schedule 3.4 .  All issued and outstanding equity securities of each of the Credit Parties are duly authorized and validly issued, fully paid, nonassessable, free and clear of all Liens other than those in favor of Agent for the benefit of Agent and Lenders, and such equity securities were issued in compliance with all applicable Laws.  The identity of the holders of the equity securities of each of the Credit Parties  (other than AxoGen) and the percentage of their fully-diluted ownership of the equity securities of each of the Credit Parties (other than AxoGen) as of the Closing Date is set forth on Schedule 3.4 .  No shares of the capital stock or other equity securities of any Credit Party (other than AxoGen), other than those described above, are issued and outstanding as of the Closing Date.  Except as set forth on Schedule 3.4 , as of the Closing Date there are no preemptive or other outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition from any Credit Party of any equity securities of any such entity.