Common use of Authorized and Outstanding Shares of Capital Stock Clause in Contracts

Authorized and Outstanding Shares of Capital Stock. As of the date hereof, the authorized capital stock of OptiCare consists of 50,000,000 shares of Common Stock, $0.001 par value per share (the "Common Stock"), of which a total of 12,815,092 shares of Common Stock are issued and outstanding, and 5,000,000 shares of Preferred Stock, $0.001 par value per share (the "Preferred Stock"), of which 418,803 shares of Series A Convertible Preferred Stock are issued and outstanding. All of such issued and outstanding shares are validly issued, fully paid and non-assessable. After giving effect to the transactions to be consummated at or before the Closing, the authorized capital stock of OptiCare will consist of 75,000,000 shares of Common Stock, of which a total of 12,815,042 shares of Common Stock will be issued and outstanding and 5,000,000 shares of preferred stock. All of the shares of Common Stock, Preferred Stock and New Preferred Stock to be issued and outstanding immediately after giving effect to the Closing will, at such time, be validly issued, fully paid and non-assessable. There is no existing option, warrant, call, commitment or other agreement to which OptiCare is a party requiring, and there are no convertible securities of OptiCare outstanding which upon conversion would require, the issuance of any additional shares of stock of OptiCare or other securities convertible into shares of equity securities of OptiCare, other than the New Preferred Stock and the Warrants. There are no agreements to which OptiCare is a party or, to the knowledge of OptiCare, to which any stockholder or warrant holder of OptiCare is a party in its capacity as such, with respect to the voting or transfer of the stock of OptiCare. There are no stockholders' preemptive rights or rights of first refusal or other similar rights with respect to the issuance of stock by OptiCare, other than pursuant to the Restructuring Documents. True and correct copies of the certificate of incorporation and by-laws of OptiCare, as currently in effect, have been delivered to Palisade.

Authorized and Outstanding Shares of Capital Stock. As of (a) After giving effect to the date hereofClosing, the authorized capital stock of OptiCare consists the Company shall consist of 50,000,000 100,000,000 shares of Common Stock, $0.001 par value per share (the "Common of which 30,769 shares will be issued and outstanding, 200,000 shares of Series A Preferred Stock"), of which a total of 12,815,092 12,138 shares will be issued and outstanding, 300,000 shares of Common Stock are Series B1 Preferred Stock, of which 113,838 shares will be issued and outstanding, 500,000 shares of Series B2 Preferred Stock, of which 205,842 shares will be issued and outstanding, and 5,000,000 3,500,000 shares of Senior Preferred Stock, $0.001 par value per share (the "Preferred Stock"), of which 418,803 1,072,659 shares of Series A Convertible Preferred Stock are will be issued and outstanding. All of such issued and outstanding shares are validly issued, fully paid and non-assessable. After giving effect to the transactions to be consummated at or before the Closing, the authorized capital stock Schedule 4.1 hereto contains a complete and correct list of OptiCare will consist of 75,000,000 shares of Common Stock, of which a total of 12,815,042 shares of Common Stock will be issued and outstanding and 5,000,000 shares of preferred stock. All all stockholders of the Company and the number of shares of Common Stockowned by each. Except as set forth on Schedule 4.1, Preferred Stock and New Preferred Stock to be issued and outstanding immediately after giving effect to the Closing will, at such time, be validly issued, fully paid and non-assessable. There (i) there is no existing option, warrant, call, commitment or other agreement to which OptiCare the Company is a party requiring, and there are no convertible securities of OptiCare the Company outstanding which upon conversion would require, the issuance of any additional shares of stock Stock of OptiCare the Company or other securities convertible into shares of equity securities of OptiCarethe Company, other than the New Preferred Stock and the Warrants. There (ii) there are no agreements to which OptiCare the Company is a party or, to the knowledge of OptiCarethe Company, to which any stockholder or warrant holder of OptiCare the Company is a party in its capacity as suchparty, with respect to the voting or transfer of the stock Stock of OptiCarethe Company or with respect to any other aspect of the Company's affairs, other than the Transaction Documents, the 1994 Rights Agreement or the Original Securityholders Agreement. There Except as set forth on Schedule 4.1, there are no stockholders' preemptive rights or rights of first refusal or other similar rights with respect to the issuance of stock Stock by OptiCarethe Company, other than pursuant to the Restructuring 1994 Rights Agreement, the Original Securityholders Agreement or the Transaction Documents. True and correct copies of the certificate of incorporation and by-laws of OptiCare, as currently in effect, the Company have been delivered to Palisadethe Purchasers. (b) After giving effect to the consummation of the transactions to be consummated hereunder, no event shall have occurred prior to the date hereof (other than the reverse stock split of the Common Stock effected pursuant to the Amended and Restated Certificate of Incorporation) which, subsequent to the date hereof, will cause any adjustment in any conversion or exercise price or ratio with respect to any Stock of the Company pursuant to any anti-dilution provisions thereunder nor, as a result of any such event, will the number of shares of Stock issuable upon such conversion or such exercise, as the case may be, be subject to adjustment. No such conversion or exercise price or ratio shall be subject to adjustment as a consequence of the transactions contemplated by the Transaction Documents, nor, as a consequence of such consummation, shall the numbers of shares of Stock issuable upon such conversion or such exercise, as the case may be, be subject to adjustment.

Authorized and Outstanding Shares of Capital Stock. As of the date hereof, the The authorized -------------------------------------------------- capital stock of OptiCare Mendocino consists of 50,000,000 20,000,000 shares of Common Stock, $0.001 no par value per share (the "Common Stock"), of which a total of 12,815,092 shares of Common Stock are issued and outstandingshare, and 5,000,000 2,000,000 shares of Preferred Stock, $0.001 no par value per share (the "Preferred Stock")share, of which 418,803 227,600 are designated as Series A Preferred Stock. Schedule 3.1(a) sets forth the number of shares of Series A Convertible Common Stock and Preferred Stock are issued of Mendocino authorized and outstandingoutstanding as of the date hereof. Schedule 3.1(b) sets forth the number of shares of Common Stock and Preferred Stock of Mendocino subject to options and other rights to acquire as of the date hereof. All of such the issued and outstanding shares are of Mendocino are, and as of the Closing Date will be, validly issued, fully paid and non-assessable. After giving effect A list of all of the holders known to Mendocino who beneficially own in excess of five percent (5%) of the transactions to be consummated at or before the Closing, the authorized capital stock of OptiCare will consist of 75,000,000 shares of Common Stock, of which a total of 12,815,042 outstanding shares of Common Stock will be issued and outstanding and 5,000,000 shares Preferred Stock of preferred stock. All Mendocino indicating the number of the shares of Common Stock and Preferred Stock, Preferred Stock and New Preferred Stock to be issued and outstanding immediately after giving effect to respectively, owned by each such holder on the Closing willdate hereof is set forth on Schedule 3.1(c). Except as set forth on Schedule 3.1(b), at such time, be validly issued, fully paid and non-assessable. There (i) there is no existing option, warrant, call, commitment or other agreement to which OptiCare Mendocino is a party requiring, and there are no convertible securities of OptiCare Mendocino outstanding which upon conversion would require, the issuance of any additional shares share of stock Stock of OptiCare Mendocino or other securities convertible into shares of equity securities of OptiCareMendocino, other than the New Preferred Stock and the Warrants. There (ii) there are no agreements to which OptiCare Mendocino is a party or, to the best knowledge of OptiCareMendocino, to which Mendocino is not a party, in each case, among, between or with any stockholder or warrant holder of OptiCare is a party in its capacity as such, the stockholders of Mendocino with respect to the voting or transfer of the Stock of Mendocino or with respect to any other aspect of Mendocino's affairs. Schedule 3.1(b) sets forth complete, correct and accurate statements of the option terms, exercise price and identity of the optionee with respect to each outstanding stock option, other stock incentive or other stock acquisition right of OptiCareMendocino Common Stock. There are no stockholders' preemptive rights or rights of first refusal or other similar rights with respect to the issuance of stock Stock by OptiCareMendocino, other than pursuant to the Restructuring Documents. True and correct copies of the certificate of incorporation and by-laws of OptiCare, as currently in effect, have been delivered to Palisadethis Agreement.