Sellers are the sole holders of the Seller Shares and, collectively, the sole shareholders of CCS. The Seller Shares have been validly issued and are fully vested, paid and nonassessable. None of the Sellers have assigned, mortgaged, hypothecated or pledged any interest in the Seller Shares to any third party. No third party has any ownership, claim, lien or economic interest in CCS either as a shareholder or otherwise. There are no warrants, rights, options, conversion privileges, stock purchase plans or other contractual obligations which obligate Sellers to offer, issue, purchase or redeem any equity or other interest of CCS or other ownership interest or debt or other securities convertible into or exchangeable for shares of CCS capital stock (now, in the future or upon the occurrence of any contingency) or which provides for any equity appreciation or similar right. There are no shareholder agreements in existence to which either the Sellers, CCS, or the Seller Shares are in any way bound, except a buy and sell agreement which Sellers and CCS hereby waive.