Common use of Capital Stock of the Company; Beneficial Ownership Clause in Contracts

Capital Stock of the Company; Beneficial Ownership. The authorized capital stock of the Company consists of (i) 40,000,000 shares of Common Stock, of which 8,577,690 shares are duly and validly issued, outstanding, fully paid and non-assessable, and (ii) 10,000,000 shares of Preferred Stock, of which no shares have been issued. Except as set forth in the Disclosure Schedule delivered by the Company to Buyer prior to execution of this Agreement (the “Disclosure Schedule”), there are no outstanding options, warrants, rights, commitments, preemptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional shares of capital stock of any class of the Company (collectively “Rights”), other than options to purchase up to 1,366,500 shares of Common Stock held by current or former employees, directors and consultants of the Company and the Subsidiaries as described in the Company SEC Reports (as defined below). None of the Company’s capital stock has been issued in violation of any federal or state law or the rights of any individual, corporation, partnership, limited liability company, association, trust or any other entity or organization of any kind or character, including a governmental department, authority or agency or subdivision thereof (any of the foregoing, a “Person”). Except as contemplated by this Agreement and the Transactions, there are no voting trusts, voting agreements, proxies or other agreements, instruments or undertakings with respect to the voting of the Common Stock to which the Company is a party, or, to the Company’s knowledge, among any other Persons.

Capital Stock of the Company; Beneficial Ownership. The As of the date hereof, the authorized capital stock of the Company consists of (i) 40,000,000 1,000,000,000 shares of Common Stock, of which 8,577,690 99,112,549 shares are duly and validly issued, outstanding, fully paid and non-assessable, and (ii) 10,000,000 20,000,000 shares of Preferred Stock, of which no shares have been issuedissued but shares are issuable pursuant to the Company's Preferred Stock Rights Agreement dated July 31, 2000. Except as set forth in the Disclosure Schedule delivered 2.2, and other than options to purchase up to 12,237,079 shares of Common Stock held by current or former employees, directors and consultants of the Company to Buyer prior to execution of this Agreement and the Subsidiaries as described in the Company SEC Reports (the “Disclosure Schedule”as defined below), there are no outstanding options, warrants, rights, commitments, preemptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional shares of capital stock of any class of the Company (collectively “"Rights”), other than options to purchase up to 1,366,500 shares of Common Stock held by current or former employees, directors and consultants of the Company and the Subsidiaries as described in the Company SEC Reports (as defined below"). None of the Company’s 's capital stock has been issued in violation of any federal or state law or the rights of any individual, corporation, partnership, limited liability company, association, trust or any other entity or organization of any kind or character, including a governmental department, authority or agency or subdivision thereof (any of the foregoing, a “"Person”"). Except as set forth in Schedule 2.2 or as contemplated by this Agreement and the Transactions, there are no voting trusts, voting agreements, proxies or other agreements, instruments or undertakings with respect to the voting of the Common Stock to which the Company is a party, or, to the Company’s 's knowledge, among any other Persons.

Capital Stock of the Company; Beneficial Ownership. (a) The authorized capital stock of the Company consists of (i) 40,000,000 300,000 shares of Common Stock, of which 8,577,690 92,945 shares are duly and validly issued, outstanding, fully paid and non-assessable, assessable and (ii) 10,000,000 of which 56,860 shares are authorized but unissued. The Company holds 150,195 shares of Preferred StockCommon Stock in its treasury. Upon the close of the Redemption, 71,288.815 shares of which no Common Stock will be duly and validly issued, outstanding, fully paid and non-assessable and the Company will hold 171,851.19 shares have been issuedof Common Stock in its treasury. Except as set forth in disclosed on Schedule 2.3 attached hereto, no person or entity other than the Disclosure Schedule delivered by Stockholders holds any shares of the capital stock of the Company to Buyer prior to execution of this Agreement (the “Disclosure Schedule”), and there are no outstanding subscriptions, calls, options, warrants, rights, commitments, preemptive rights rights, arrangements or agreements of any kind for or relating to the issuance sale transfer, registration or sale voting of, or outstanding securities convertible into, exchangeable for or carrying the right to purchase, subscribe for or otherwise acquire, any additional shares of capital stock of any class or any other equity security of the Company (collectively “Rights”)or outstanding warrants, options or other than options rights to purchase up to 1,366,500 shares of Common Stock held by current or former employees, directors and consultants of the Company and the Subsidiaries as described in the Company SEC Reports (as defined below)acquire any such convertible securities. None of the Company’s 's capital stock has been issued in violation of any applicable federal or state law or the rights of any individual, corporation, partnership, limited liability company, association, trust or any other entity or organization of any kind or character, including a governmental department, authority or agency or subdivision thereof (any of the foregoing, a “Person”)securities law. Except as contemplated by this Agreement and set forth in the TransactionsSchedule 2.3 attached hereto, there are no voting trusts, voting agreements, proxies or other agreements, instruments or undertakings with respect to the voting of the Common Stock Company Shares to which the Company or any of the Stockholders is a party, or, to the Company’s knowledge, among any other Persons.