All the outstanding and issued shares of MM–RM were duly authorized, are validly given, completely compensated, and non-assessable, and are usually easily owned by MMI. None regarding the stocks have already been pledged, encumbered or hypothecated at all. There are not any outstanding or authorized choices, warrants, purchase liberties, membership legal rights, transformation legal rights, trade legal rights, or any other agreements or commitments which could need MM–RM to issue, offer or elsewhere cause to be outstanding some of the money stock of MM–RM. There are not any outstanding or authorized stock admiration, phantom stock, revenue involvement, or comparable legal rights with regards to MM–RM. Likewise, every one of the Membership Interest of LWC was duly authorized, is legitimate, completely compensated, and non-assessable, and it is easily owned by L&W and Seller Affiliates Sellers to name.