LIMITED LIABILITY COMPANY MEMBERSHIP INTEREST PURCHASE AGREEMENT

Exhibit 10.2

LIMITED LIABILITY COMPANY MEMBERSHIP INTEREST

PURCHASE AGREEMENT

AMONG

HYTHIAM, INC. (“BUYER”)

AND

WOODCLIFF HEALTHCARE INVESTMENT PARTNERS, LLC

(“COMPANY”)

AND

THE MEMBERS OF THE COMPANY

(“SELLERS”)

AS OF

JANUARY 12, 2007

TABLE OF CONTENTS

LIMITED LIABILITY COMPANY MEMBERSHIP INTEREST PURCHASE AGREEMENT

     This Limited Liability Company Membership Interest Purchase Agreement (this “Agreement”) is entered into as of January 12, 2007, by and among Hythiam, Inc., a Delaware corporation (“ Buyer ”), Woodcliff Healthcare Investment Partners, LLC, a Delaware limited liability company (the “ Company ”), and the members of the Company listed on Exhibit A hereto (each a “ Seller ” and collectively, “ Sellers ”). Buyer and Sellers are referred to collectively herein as the “ Parties. ”

     Sellers in the aggregate own all of the outstanding limited liability company membership interests of the Company.

     This Agreement contemplates a transaction in which Buyer will purchase from Sellers, and Sellers will sell to Buyer, all of the outstanding membership interests of Company in return for cash and shares of common stock of Buyer.

     Now, therefore, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the Parties agree as follows.

     §1. Definitions

     “ Accredited Investor ” has the meaning set forth in Regulation D promulgated under the Securities Act.

     “ Adverse Consequences ” to a Person means the amount of any loss, cost, expense, damage or liability, including interest, fines, reasonable legal and accounting fees and expenses of such Person, reduced by the amount of any offsetting recovery, settlement or payment received by such Person in connection with the circumstances giving rise to such Adverse Consequences.

     “ Affiliate ” has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act.

     “ Affiliated Group ” means any affiliated group within the meaning of Code §1504(a) or any similar group defined under a similar provision of state, local or foreign law.

     “ Basis ” means any past or present fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction that forms or could form the basis for any specified consequence.

     “ Buyer ” has the meaning set forth in the preface above.

     “ Closing ” has the meaning set forth in §2(c) below.

     “ Closing Date ” has the meaning set forth in §2(c) below.

     “ Code ” means the Internal Revenue Code of 1986, as amended.

     “ Company ” has the meaning set forth in the preface above.

     “ Company Interest ” means any membership interest of the Company, any economic interest in the Company, and any other right or interest in the Company, including “Units” as such term is defined in the Operating Agreement.

     “ CompCare ” means Comprehensive Care Corporation, a Delaware corporation.

     “ Commission ” means the U.S. Securities and Exchange Commission.

     “ Confidential Information ” means any information concerning the businesses and affairs of the Company that is not already generally available to the public.

     “ Controlled Group ” has the meaning set forth in Code §1563.

     “ Disclosure Schedule ” has the meaning set forth in §4 below.

     “ Environmental, Health, and Safety Requirements ” will mean, as amended and as now and hereafter in effect, all federal, state, local, and foreign statutes, regulations, ordinances, and other provisions having the force or effect of law, all judicial and administrative orders and determinations, all contractual obligations, and all common law concerning public health and safety, worker health and safety, pollution, or protection of the environment, including, without limitation, all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control, or cleanup of any hazardous materials, substances, or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or by products, asbestos, polychlorinated biphenyls, noise, or radiation.

     “ Escrow ” means the escrow established with the Escrow Holder pursuant to this Agreement and the Escrow Agreement.

     “ Escrow Agreement ” means an escrow agreement substantially in the form attached hereto as Exhibit B .

     “ Escrow Holder ” means Thelen Reid Brown Raysman & Steiner LLP.

     “ Financial Statements ” has the meaning set forth in §4(g) below.

     “ Force Majeure Event ” has the meaning set forth in §4(bb) below.

     “ GAAP ” means United States generally accepted accounting principles as in effect from time to time, consistently applied.

     “ Indemnified Party ” has the meaning set forth in §8(d) below.

     “ Indemnifying Party ” has the meaning set forth in §8(d) below.

     “ Knowledge ” includes actual knowledge and knowledge that a Party should have after reasonable investigation.

     “ Leases ” means all leases, subleases, licenses, concessions and other agreements (written or oral), including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto, pursuant to which Company holds any Leased Real Property, including the right to all security deposits and other amounts and instruments deposited by or on behalf of Company thereunder.

     “ Liability ” means any liability or obligation of whatever kind or nature (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any liability for Taxes.

     “ Lien ” means any mortgage, pledge, lien, encumbrance, charge, or other security interest.

     “ Material Adverse Effect ” or “ Material Adverse Change ” means any effect or change that would be (or could reasonably be expected to be) materially adverse to the business, assets, condition (financial or otherwise), operating results, operations, or business prospects of Company, taken as a whole, or to the ability of Sellers to consummate timely the transactions contemplated hereby (regardless of whether or not such adverse effect or change can be or has been cured at any time or whether Buyer has knowledge of such effect or change on the date hereof).

     “ Most Recent Balance Sheet ” means the balance sheet contained within the Most Recent Financial Statements.

     “ Most Recent Financial Statements ” has the meaning set forth in §4(g) below.

     “ Necessary Items ” has the meaning set forth in §4(bb) below.

     “ Operating Agreement ” means the current Limited Liability Company Operating Agreement of the Company, dated as of May 9, 2005.

     “ Ordinary Course of Business ” means the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency).

     “ Party ” has the meaning set forth in the preface above.

     “ Per Share Price ” means $9.30.

     “ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint interests company, a trust, a joint venture, an unincorporated organization, any other business entity, or a governmental entity (or any department, agency, or political subdivision thereof).

     “ Prime Rate ” means the commercial prime lending rate as published in the most recent Wall Street Journal as of the date hereof.

     “ Purchase Price ” has the meaning set forth in §2(b) below.

     “ Real Property ” has the meaning set forth in §4(l) below.

     “ Securities Act ” means the Securities Act of 1933, as amended.

     “ Securities Exchange Act ” means the Securities Exchange Act of 1934, as amended.

     “ Securities Purchase Agreement ” means that certain Securities Purchase Agreement between Company and CompCare, dated as of June 14, 2005.

     “ Seller ” has the meaning set forth in the preface above.

     “ Sellers’ Representative ” means Nicholas Lewin.

     “ Shares ” means shares of common stock, par value $0.0001, of Buyer that are registered pursuant to an effective registration statement under the Securities Act and for which Buyer uses reasonable best efforts to maintain effective until the earlier of the date that all Shares have been sold or may be sold publicly under Rule 144.

     “ Subsidiary ” means, with respect to any Person, any corporation, limited liability company, partnership, association, or other business entity of which (i) if a corporation, a majority of the total voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of managers, managers, or trustees thereof is at the time

owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof and for this purpose, a Person or Persons own a majority ownership interest in such a business entity (other than a corporation) if such Person or Persons will be allocated a majority of such business entity’s gains or losses or will be or control any managing director or general partner of such business entity (other than a corporation). The term “Subsidiary” will include all Subsidiaries of such Subsidiary. Notwithstanding the foregoing, the term “Subsidiary” does not include CompCare for purposes of this Agreement.

     “ Tax ” or “ Taxes ” means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code §59A), customs duties, membership interests, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not and including any obligations to indemnify or otherwise assume or succeed to the Tax liability of any other Person.

     “ Tax Return ” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

     “ Third-Party Claim ” has the meaning set forth in §8(d) below.

     §2. Purchase and Sale of Company Interests .

     (a)  Basic Transaction . On and subject to the terms and conditions of this Agreement, Buyer agrees to purchase from each Seller, and each Seller agrees to sell to Buyer, all of his or her or its Company Interests for the consideration specified below in this §2.

     (b)  Purchase Price . Buyer agrees to pay to Sellers the following (collectively, the “ Purchase Price ”):

     (i) At or prior to the Closing, the sum of nine million dollars ($9,000,000) in cash, less three million six hundred thousand dollars ($3,600,000) in cash previously deposited with the Escrow Holder (if so deposited), by wire transfer or delivery of other immediately available funds to an account specified by Escrow Holder; at the Closing, the Escrow Holder shall apply the Purchase Price as provided in the Escrow Agreement to satisfy all obligations of the Company, which are set forth on §4(e) of the Disclosure Schedule, then distribute the remainder to the Sellers’ Representative for distribution to the Sellers in proportion to their respective ownership interests in the Company as set forth on Exhibit A ; plus

     (ii) Two Hundred Fifteen Thousand Fifty Three (215,053) Shares by delivery to the Escrow Holder of one or more certificates for the Shares in the name of Sellers’ Representative within sixty (60) days of the Closing Date for Sellers’ Representative to hold, sell or distribute the proceeds to Sellers in proportion to their respective ownership interests in the Company as set forth on Exhibit A ; provided, however , that if Buyer does

not have sufficient Shares available at such time, it shall deposit with the Escrow Holder (A) on the sixty first (61 ^st ) day after the Closing Date, any available Shares plus cash equal to the interest on two million dollars ($2,000,000) (less the value of the Shares, if any, based on the Per Share Price, deposited into the Escrow on or prior to such sixty-first (61 ^st ) day) at the Prime Rate from the Closing Date through such date; (B) on any day between the sixty first (61 ^st ) and one hundred and twentieth (120 ^th ) day after the Closing Date, deliver any additional available registered Shares up to the full amount of Shares required to be delivered by Buyer, together with cash in the amount of additional interest on the value of such additional Shares (at the Per Share Price) at the Prime Rate from the Closing Date through the date the Shares are deposited; and (C) if Buyer does not have sufficient registered Shares to deliver the full amount of Shares required to be delivered by Buyer by the one hundred twenty first (121 ^st ) day after the Closing Date, it shall deposit in cash any remaining Purchase Price not paid in Shares (assuming the Per Share Price), by wire transfer or delivery of other immediately available funds to the account specified by Escrow Holder.

     (c)  Closing . The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Escrow Holder in Los Angeles, California, commencing at 9:00 a.m. local time on the business day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby (other than conditions with respect to actions the respective Parties will take at the Closing itself) or such other date as Buyer and Sellers’ Representative may mutually determine (the “ Closing Date ”); provided, however , that the Closing Date shall be no later than three (3) business days from the date hereof.

     (d)  Deliveries at Closing . At the Closing, (i) Sellers will deliver to Buyer the various certificates, instruments, and documents referred to in §7(a) below, (ii) Buyer will deliver to Sellers the various certificates, instruments, and documents referred to in §7(b) below.

     (e)  Sellers’ Appointment of Sellers’ Representative. Unless expressly provided to the contrary in this Agreement, Sellers hereby appoint Sellers’ Representative as their agent and sole representative to act on their behalf under this Agreement and the Escrow Agreement including, without limitation, holding or distributing the Purchase Price as provided in the Escrow Agreement, and acknowledge that Buyer is entitled to rely upon such appointment for all purposes in connection with this Agreement and the transactions contemplated hereby.

     §3. Representations and Warranties Concerning Transaction .

     (a)  Sellers’ Representations and Warranties . Each Seller represents and warrants to Buyer that the statements contained in this §3(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this §3(a)) with respect to himself, herself, or itself.

     (i) Organization of Certain Sellers . Seller (if a corporation or other entity) is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation or other formation.

     (ii) Authorization of Transaction . Seller has full power and authority (including, if applicable, full corporate or other entity power and authority) to execute and deliver this

Agreement and to perform his, her, or its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Seller, enforceable in accordance with its terms and conditions. Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by Seller.

     (iii) Non-contravention . Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or, if Seller is an entity, any provision of its charter, bylaws, or other governing documents, (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which he, she, or it is bound or to which any of his, her, or its assets are subject, or (C) result in the imposition or creation of a Lien upon or with respect to the Company Interests.

     (iv) Brokers’ Fees . Seller has no Liability to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.

     (v) Company Interests . Seller holds of record and owns beneficially the number or percentage of Company Interests set forth next to his, her, or its name in Exhibit A , free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), Taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Seller is not a party to any option, purchase right, or other contract or commitment (other than this Agreement) that could require Seller to sell, transfer, or otherwise dispose of any membership interests of Company. Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any membership interests of Company.

     (vi) Investment . Seller (A) understands that the Shares have not been registered under the Securities Act, or under any state securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering, (B) is acquiring the Shares solely for his, her, or its own account for investment purposes, and not with a view to the distribution thereof, (C) is a sophisticated investor with knowledge and experience in business and financial matters, (D) has reviewed the public reports filed by Buyer with the Commission under the Securities Exchange Act, and has had the opportunity to obtain additional information as desired in order to evaluate the merits and the risks inherent in holding the Shares, (E) is able to bear the economic risk and lack of liquidity inherent in holding the Shares, and (F) is an Accredited Investor for the reasons set forth on Exhibit A hereto.

     (b) Buyer’s Representations and Warranties . Buyer represents and warrants to Sellers that the statements contained in this §3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this §3(b).

     (i) Organization of Buyer . Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the state of Delaware, the jurisdiction of its incorporation.

     (ii) Authorization of Transaction . Buyer has full power and authority (including full corporate or other entity power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Buyer, enforceable in accordance with its terms and conditions. Buyer need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by Buyer.

     (iii) Non-contravention . Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Buyer is subject or any provision of its charter, bylaws, or other governing documents or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Buyer is a party or by which it is bound or to which any of its assets are subject.

     (iv) Brokers’ Fees . Buyer has no Liability to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which any Seller could become liable or obligated.

     (v) Investment . Buyer is not acquiring the Company Interests with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act.

     (vi) Form S-3 Eligibility . Buyer is currently eligible to register the resale of the Shares by the Sellers on Form S-3 promulgated under the Securities Act, and Buyer hereby covenants and agrees to use its reasonable best efforts to maintain its eligibility to use Form S-3 until the Registration Statement covering the resale of the Shares shall have been filed with, and declared effective by, the Commission.

     §4. Representations and Warranties Concerning Company . Each of the Sellers represents and warrants to Buyer that the statements contained in this §4 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this §4), except as set forth in the disclosure schedule delivered by Sellers to Buyer on the date hereof (the “ Disclosure Schedule ”). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this §4.

     (a)  Organization, Qualification, and Corporate Power . Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the state of Delaware, the jurisdiction of its formation. Company is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required.

Company has full corporate power and authority and all licenses, permits, and authorizations necessary to carry on the businesses in which it is engaged and in which it has been engaged and to own and use the properties owned and used by it. §4(a) of the Disclosure Schedule lists the members, managers, officers and employees of Company. Sellers have delivered to Buyer correct and complete copies of the Certificate of Formation and Operating Agreement (as amended to date). The minute books (containing the records of meetings of the members, managers, and any committees or boards), the membership record books for Company are correct and complete. Company is not in default under or in violation of any provision of its certificate of formation or operating agreement.

     (b)  Capitalization . The entire authorized membership interests of Company consist of three million six hundred ninety seven thousand five hundred (3,697,500) Units (as such term is defined in the Operating Agreement), one hundred percent (100%) of which are owned and controlled by Sellers. All of the issued and outstanding Company Interests have been duly authorized, are validly issued, fully paid, and non-assessable, and are held of record by the respective Sellers as set forth on Exhibit A . There are no outstanding or authorized options, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require Company to issue, sell, or otherwise cause to become outstanding any of its membership interests. There are no outstanding or authorized interest appreciation, phantom interests, profit participation, or similar rights with respect to Company. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the membership interests of Company.

     (c)  Non-contravention . Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Company is subject or any provision of the charter or bylaws of Company or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Company is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any Lien upon any of its assets). Company does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement.

     (d)  Brokers’ Fees . Company has no Liability to pay any fees, commissions or payments to any broker, finder, Seller, or agent with respect to the transactions contemplated by this Agreement or any transaction with CompCare.

     (e) Title to Assets . Except for the matters set forth on §4(e) of the Disclosure Schedule that will be satisfied from the Escrow, Company has good and marketable title, free and clear of all Liens, to one million seven hundred thirty-nine thousand one hundred thirty (1,739,130) shares of common stock and fourteen thousand four hundred (14,400) shares of Series A Convertible Preferred Stock of CompCare, the conversion of which would result in Company holding over fifty percent (50%) of the outstanding shares of voting stock of CompCare immediately following such conversion.

     (f)  Subsidiaries . Company has no Subsidiaries. Company does not control directly or indirectly or have any direct or indirect equity participation in any corporation, partnership, trust, or other business association that is not a Subsidiary of Company. Company does not own or have any right to acquire, directly or indirectly, any outstanding membership interests of, or other equity interests in, any Person other than CompCare.

     (g)  Financial Statement . Attached as Exhibit C are the following financial statements: balance sheets, income statements, cash flows, and changes in equity (collectively, the “Financial Statements”) as of December 31, 2006. The Financial Statements present fully, fairly and accurately the financial condition of the Company as of the date thereof, are correct and complete, and are consistent with the books and records of Company (which books and records are correct and complete).

     (h)  Events Subsequent to Formation . Since the date of the Operating Agreement, there has not been any Material Adverse Change with respect to Company (other than any Material Adverse Change with respect to CompCare), and since August 31, 2006, to the Knowledge of the Sellers, there has not been any Material Adverse Change with respect to CompCare (i) of a nature that would be required to be disclosed in a periodic report or (ii) that would have a Material Adverse Effect on its financial statements, in each case other than as disclosed in CompCare’s public reports or provided to Buyer in writing on or prior to January 9, 2007 (including, without limitation, the draft of CompCare’s Form 10-Q for its second quarter operations that was provided to Buyer on or before January 9, 2007). Without limiting the generality of the foregoing, since that date, except as set forth on §4(h) of the Disclosure Schedule:

     (i) Company has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business;

     (ii) Company has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than one thousand dollars ($1,000.00) or outside the Ordinary Course of Business;

     (iii) no party (including Company) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than one thousand dollars ($1,000) to which Company is a party or by which it is bound;

     (iv) Company has not imposed any Liens upon any of its assets, tangible or intangible;

     (v) Company has not made any capital expenditure (or series of related capital expenditures) either involving more than one thousand dollars ($1,000) or outside the Ordinary Course of Business;

     (vi) Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than one thousand dollars ($1,000) or outside the Ordinary Course of Business;

     (vii) Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized

lease obligation either involving more than one hundred dollars ($100) singly or one thousand dollars ($1,000) in the aggregate;

     (viii) Company has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business;

     (ix) Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than one thousand dollars ($1,000) or outside the Ordinary Course of Business;

     (x) Company has not transferred, assigned, or granted any license or sublicense of any rights under or with respect to any Intellectual Property;

     (xi) there has been no change made or authorized in the charter or bylaws of Company;

     (xii) Company has not issued, sold, or otherwise disposed of any of its membership interests, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its membership interests;

     (xiii) Company has not declared, set aside, or paid any dividend or made any distribution with respect to its membership interests (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its membership interests;

     (xiv) Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property;

     (xv) Company has not made any loan to, or entered into any other transaction with, any of its managers, officers, and employees outside the Ordinary Course of Business;

     (xvi) Company has not entered into or terminated any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement;

     (xvii) Company has not granted any increase in the base compensation of any of its managers, officers, and employees outside the Ordinary Course of Business;

     (xviii) Company has not adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of it