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{ i <br /> A true, complete and accurate copy of the Company's Bylaws is attached hereto as <br /> Schedule 6.4.2-2. <br /> 6.4.3. Issued and Outstandin Sg_tock. The Shares constitute one hundred percent(100%) <br /> of all issued and outstanding capital in the Company, and no other equity ownership <br /> interests in the Company exist. <br /> 6.5. Liti atg ion. Etc. All actions, proceedings or investigations pending or threatened against <br /> the Company before any court or before any administrative agency or administrative officer or <br /> executive, which might result in any material adverse change in the business, property or <br /> condition,financial or otherwise, of the Company are disclosed in paragraph 4 above. Seller has <br /> no knowledge of any existing violations by the Company of any federal, state or local laws, <br /> regulations or orders which,in the aggregate, have or could have a material adverse effect on the <br /> business,property or condition,financial or otherwise, of the Company, taken as a whole. <br /> 6.6 Tax Returns and Payments. The Company has filed or caused to be filed all federal <br /> income tax returns and all other federal and state tax returns which are required to be filed and <br /> when filed were true and correct in all material respects (except in the case of state returns the <br /> failure to file of which has no material effect on the Company, its property or business) and has <br /> paid or caused to be paid all taxes shown on said returns or on any assessment therefor received <br /> by the Company to the extent that such taxes have become due,or has set aside on its books such <br /> reserves (segregated to the extent required by generally accepted accounting principles) deemed <br /> by the Company adequate with respect thereto. <br /> 6.7 Liabilities. Except as disclosed in paragraphs 3 and 4 above, or as listed on Schedule 5.7 <br /> hereto, the Company has no material liability and the Sellers know of no material contingent <br /> liability not shown or provided for in its books and records which have been made available for <br /> inspection by Purchasers. <br /> 6.8 Registration Rigbts. No holder of any security of the Company has any contractual right <br /> to require the registration thereof under the Securities Act of 1933, as amended(the"1933 Act"), <br /> or the securities laws of any state or the right to include such security in a registration statement <br /> filed by the Company. Neither this Agreement nor any other agreement to which any of the <br /> Sellers is a party or under which any of them claim any rights grants to any person the right to <br /> require the registration of any shares of the Company's capital stock under the 1933 Act or the <br /> securities laws of any state. <br /> SPA Anson TCV Clean 052814 5 <br />