Common use of Authorized and Outstanding Capital Stock of the Company Clause in Contracts

Authorized and Outstanding Capital Stock of the Company. The authorized capital stock of the Company and the number of shares issued and outstanding of each class of Company Capital Stock, as well as all outstanding securities convertible or exchangeable for Company Capital Stock, are set forth on Schedule 3.4(a) of the Company Disclosure Schedule. The numbers and kind of issued and outstanding shares of Company Capital Stock held by each Company Stockholder as of the Agreement Date are also set forth on Schedule 3.4(a) of the Company Disclosure Schedule. No shares of Company Capital Stock are issued or outstanding as of the Agreement Date that are not set forth on Schedule 3.4(a) of the Company Disclosure Schedule, and no such shares shall be issued or outstanding as of the Closing Date that are not set forth on Schedule 3.4(a) of the Company Disclosure Schedule, other than as a result of the exercise of outstanding option or warrants immediately prior to the First Effective Time. The Company holds no treasury shares. All issued and outstanding shares of Company Stock have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of and are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Company in compliance with all requirements of Applicable Law and all requirements set forth in applicable Contracts. There is no Liability for dividends accrued and unpaid by the Company.

Authorized and Outstanding Capital Stock of the Company. The As of the date of this Agreement, the total authorized capital stock of the Company and the number consists solely of (i) 15,000,000 shares of Company Common Stock, of which 4,193,750 shares were issued and outstanding of each class outstanding, and (ii) 5,000,000 shares of Company Capital Preferred Stock, as well as all outstanding securities convertible or exchangeable for Company Capital Stock, are set forth on Schedule 3.4(a) of which no shares were issued and outstanding. As of the Company Disclosure Schedule. The numbers and kind date of issued and outstanding this Agreement no shares of Company Capital Stock were held by each in treasury. No shares of Company Stockholder Capital Stock will be issued after the date of this Agreement, other than pursuant to exercise of Options outstanding as of the Agreement Date are also set forth on Schedule 3.4(a) date of this Agreement, conversion of the Convertible Promissory Notes into shares of Company Disclosure SchedulePreferred Stock, or upon further conversion of any shares of Company Preferred Stock issued upon conversion of the Convertible Promissory Notes into shares of Company Common Stock. As of the date of this Agreement, 1,150,000 shares of the Company’s Common Stock were reserved for issuance upon exercise of Options under the Stock Option Plan, 670,000 shares of which were subject to outstanding Options, and 5,000,000 shares of Company Preferred Stock were reserved for issuance on conversion of the Convertible Promissory Notes, which shares of Preferred Stock shall be convertible into shares of Company Common Stock at or prior to the First Effective Time at a rate of one-to-one. No shares of Company Capital Stock are issued or outstanding as of the Agreement Date that are not set forth on Schedule 3.4(a3.4(c) of the Company Disclosure Schedule, and no such shares shall be issued or outstanding as of the Closing Date that are not set forth on Schedule 3.4(a3.4(c) of the Company Disclosure Schedule, other than as a result of the exercise of outstanding option or warrants immediately prior to the First Effective Time. The Company holds no treasury shares. All issued and outstanding shares of Company Capital Stock have been duly authorized and validly issuedissued in all material respects in accordance with all applicable Federal and state securities laws, are fully paid and nonassessable, were not issued in violation of and are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Company in compliance in all material respects with all requirements of Applicable Law and all requirements set forth in applicable Contracts. There is no Liability for dividends accrued and unpaid by the Company.

Authorized and Outstanding Capital Stock of the Company. The authorized capital stock of the Company and the number consists solely of 32,000,000 shares issued and outstanding of each class of Company Capital Common Stock and 14,062,420 shares of Company Preferred Stock, as well as all outstanding securities convertible or exchangeable for Company Capital of which 5,600,000 have been designated Series A Preferred Stock and 8,462,420 have been designated Series B Preferred Stock, are set forth on Schedule 3.4(a) of the Company Disclosure Schedule. The numbers number and kind of issued and outstanding shares of Company Capital Stock held by each Company Stockholder as of the Agreement Date are also is set forth on Schedule 3.4(a) of the Company Disclosure Schedule. No Letter and no shares of Company Capital Stock are issued or outstanding as of the Agreement Date that are not set forth on Schedule 3.4(a) of the Company Disclosure ScheduleLetter, and no such shares shall of Company Capital Stock will be issued or outstanding as of the Closing Date that are not set forth on Schedule 3.4(a) of the Company Disclosure ScheduleLetter, other than as a result except for: (i) shares of Company Common Stock issued upon the conversion of Company Preferred Stock and/or (ii) shares of Company Common Stock issued upon the exercise of outstanding option or warrants immediately prior to Company Options listed on Schedule 3.4(b) of the First Effective TimeCompany Disclosure Letter. The Company holds no treasury sharesTreasury Shares. All issued and outstanding shares of Company Capital Stock have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of and and, except under the agreements to be terminated in accordance with Section 7.2(f) or the Charter Documents, are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Company in compliance with all requirements of Applicable Law and all requirements set forth in applicable Contracts. There is no Liability for dividends accrued and unpaid by the CompanyCompany that (i) is not included in the Series B Preference Amount and (ii) will not be extinguished in connection with the transactions contemplated by this Agreement. Each share of Company Preferred Stock is convertible into one share of Company Common Stock.

Authorized and Outstanding Capital Stock of the Company. The authorized capital stock of the Company and the number consists solely of 100,000,000 shares of Company Common Stock. A total of 15,978,011 shares of Company Common Stock are issued and outstanding as of each class the Agreement Date. The number of issued and outstanding shares of Company Capital Stock, Common Stock held by each stockholder as well as all outstanding securities convertible or exchangeable for Company Capital Stock, of the Agreement Date are set forth on Schedule Section 3.4(a) of the Company Disclosure Schedule. The numbers , and kind of issued and outstanding no shares of Company Capital Stock held by each Company Stockholder as of the Agreement Date are also set forth on Schedule 3.4(a) of the Company Disclosure Schedule. No shares of Company Capital Common Stock are issued or outstanding as of the Agreement Date that are not set forth on Schedule Section 3.4(a) of the Company Disclosure Schedule, and no such shares shall be issued or outstanding as of the Closing Date that are not set forth on Schedule Section 3.4(a) of the Company Disclosure Schedule, other than as a result Schedule except for shares of Company Common Stock issued pursuant to the exercise of outstanding option or warrants immediately prior to (i) Company Options listed on Section 3.4(b) of the First Effective TimeCompany Disclosure Schedule and (ii) Company Warrants listed on Section 3.4(c) of the Company Disclosure Schedule. The Company holds no treasury shares. All issued and outstanding shares of Company Common Stock (i) have been duly authorized and validly issued, issued and are fully paid and nonassessable; (ii) were issued, sold and delivered by the Company in compliance with all requirements of Applicable Law and the agreements to be terminated pursuant to Section 8.2(g) hereof; (iii) were not issued in violation of compliance with all applicable Contracts; and (iv) are not subject to any right of rescission, right of first refusal or preemptive right, and have been offeredwhether created by statute, issued, sold and delivered by the Company in compliance with all requirements of Applicable Law and all requirements set forth in applicable ContractsCharter Documents, or any agreement to which the Company is a party or by which it is bound, except under the agreements to be terminated pursuant to Section 8.2(g) hereof. There is no Liability for dividends accrued and unpaid by the Company.

Authorized and Outstanding Capital Stock of the Company. The authorized capital stock of the Company and the number consists of 32,500,000 shares of Company Common Stock, of which 236,899 shares of Company Common Stock are issued and outstanding as of each class the Agreement Date, and 24,361,974 shares of Company Capital Preferred Stock, of which 24,276,274 shares of Company Preferred Stock are issued and outstanding as well as all outstanding securities convertible or exchangeable for Company Capital Stock, are set forth on Schedule 3.4(a) of the Company Disclosure ScheduleAgreement Date. The numbers and kind number of issued and outstanding shares of Company Capital Stock held by each Company Stockholder stockholder as of the Agreement Date are also set forth on Schedule Section 3.4(a) of the Company Disclosure Schedule. No , and no shares of Company Capital Stock are issued or outstanding as of the Agreement Date that are not set forth on Schedule Section 3.4(a) of the Company Disclosure Schedule, and no such shares shall be issued or outstanding as of the Closing Date that are not set forth on Schedule Section 3.4(a) of the Company Disclosure Schedule, other than as a result except for shares of Company Capital Stock issued pursuant to the exercise of outstanding option or warrants immediately prior to (i) Company Options listed on Section 3.4(b) of the First Effective TimeCompany Disclosure Schedule and (ii) Company Warrants listed on Section 3.4(c) of the Company Disclosure Schedule. The Company holds no treasury shares. All issued and outstanding shares of Company Capital Stock have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of and and, except under the agreements to be terminated pursuant to Section 8.2(e) hereof, are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Company in compliance with all requirements of Applicable Law and all requirements set forth in applicable Contracts. There is no Liability for dividends accrued and unpaid by the Company.

Authorized and Outstanding Capital Stock of the Company. The authorized capital stock of the Company and the number consists solely of 100,000,000 shares of Company Common Stock. A total of 40,000,000 shares of Company Common Stock are issued and outstanding. The numbers of outstanding of each class shares of Company Capital Stock, Common Stock held by the Shareholder as well of the Agreement Date and as all outstanding securities convertible or exchangeable for Company Capital Stock, of the Closing Date are set forth on Schedule 3.4(a) of the Company Disclosure Schedule. The numbers , and kind of issued and outstanding no shares of Company Capital Stock held by each Company Stockholder as of the Agreement Date are also set forth on Schedule 3.4(a) capital stock of the Company Disclosure Schedule. No shares of Company Capital Stock are issued or outstanding as of the Agreement Date that are not set forth on Schedule 3.4(a) of the Company Disclosure Schedule, and no such shares shall be issued or outstanding as of the Closing Date that are not set forth on Schedule 3.4(a) of the Company Disclosure Schedule, other than as a result of the exercise of outstanding option or warrants immediately prior to the First Effective Time. The Company holds no treasury sharesissued shares of Company Common Stock. All issued and outstanding shares of Company Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of and are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Company in compliance with all requirements of Applicable Law and all requirements set forth in applicable ContractsContracts and the Company has received all consideration due to it in connection with the sale and issuance of such shares. There is no Liability for dividends accrued and unpaid by the CompanyCompany (except as permitted by Section 6.3(g)).

Authorized and Outstanding Capital Stock of the Company. The authorized capital stock of the Company consists of (i) 14,000,000 shares of Company Common Stock, of which 1,027,326 shares are issued and the number outstanding, (ii) 2,521,000 shares of Company Series A Preferred Stock, all of which are issued and outstanding, (iii) 2,134,167 shares of Company Series B Preferred Stock, all of which are issued and outstanding of each class and (iv) 5,188,577 shares of Company Capital Series C Preferred Stock, as well as all 5,126,077 of which are issued and outstanding securities convertible or exchangeable (which, for purpose of clarity, does not include shares of Company Capital Stock, are set forth on Schedule 3.4(a) Series C Preferred Stock issuable upon conversion of the Company Disclosure ScheduleNotes or upon the exercise of the Company Warrant). As of the date of this Agreement, the Company Notes are convertible into an aggregate of 2,000,903 shares of Company Series C Preferred Stock and the Company Warrant is exercisable for 62,500 shares of Company Series C Preferred Stock. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. The numbers and kind of issued and outstanding shares of Company Capital Stock held by each Company Stockholder as Stockholder, and the numbers and kind of shares of Company Capital Stock issuable upon conversion of the Agreement Date Company Notes and exercise of the Company Warrant, are also set forth on Schedule 3.4(a3.5(a) of the Company Disclosure Schedule. No shares of Company Capital Stock are issued or outstanding as of the Agreement Date that are not set forth on Schedule 3.4(a3.5(a) of the Company Disclosure Schedule, and no such shares shall be issued or outstanding as of the Closing Date that are not set forth on Schedule 3.4(a) of the Company Disclosure Schedule, other than as a result of the exercise of outstanding option or warrants immediately prior to the First Effective Time. The Company holds no treasury shares. All issued and outstanding shares of Company Capital Stock have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of and and, except under the agreements to be terminated pursuant to Section 6.1(r) of this Agreement, are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Company in compliance with all requirements of Applicable Law and all requirements set forth in applicable ContractsLaw. There is no Liability for dividends accrued and unpaid by the Company. The Company has never registered any securities pursuant to the Securities Act, or has never been subject to the reporting requirements, or required to register, under the Exchange Act.