Common use of Capitalization of Parent Clause in Contracts

Capitalization of Parent. The authorized capital stock of Parent consists of (a) 100,000,000 shares of common stock, par value $.0001 per share (the "Parent Common Stock"), of which 8,461,538 shares are issued and outstanding on the date hereof, prior to taking into consideration the issuance of Parent Common Stock in the Private Placement and the Merger, and after taking into consideration the cancellation of Parent Common Stock as indicated in Section 6.3(i) hereof. Schedule 3.4 hereto contains a true and complete list of the name and addresses of the record owners of all of the outstanding Parent Common Stock and other Equity Securities of Parent as of the date hereof, together with the number and percentage of securities held. Parent has no outstanding options, rights or commitments to issue shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or other any Equity Security of Parent or Acquisition Corp To the best knowledge of Parent, there is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessable, and none of such shares have been issued in violation of the preemptive rights of any person.

Capitalization of Parent. The authorized capital stock of Parent consists of (a) 100,000,000 shares of common stock, par value $.0001 per share (the "Parent Common Stock"), of which 8,461,538 not more than 3,750,000 shares are will be, immediately following the Effective Time, issued and outstanding on the date hereof, prior to without taking into consideration the issuance of Parent Common Stock in the Private Placement and the Merger, and after (but taking into consideration the cancellation of 4,105,000 shares of Parent Common Stock as indicated set forth in Section 6.3(i3.4) hereofand (b) 100,000,000 shares of preferred stock, none of which shall have been designated or issued immediately following the Effective Time. Schedule 3.4 hereto contains 5.7 sets forth a true and complete list of the name stockholders of Parent and addresses the number of the record owners shares of all of the outstanding Parent Common Stock and other Equity Securities of Parent as of owned by each such stockholder on the date hereof, together with the number and percentage of securities heldshown. Parent has no outstanding options, rights or commitments to issue shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any capital stock or other any Equity Security securities of Parent or Acquisition Corp To the best knowledge of Parent, there Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessable, and none of such shares have been issued in violation of the preemptive rights of any person.

Capitalization of Parent. The authorized capital stock of Parent consists of (a) 100,000,000 50,000,000 shares of common stock, par value $.0001 0.01 per share (the "“Parent Common Stock"”), of which 8,461,538 not more than 2,032,226 shares will be, prior to the Effective Time, issued and outstanding and (b) 10,000,000 shares of preferred stock, par value $0.01 per share, of which no shares are issued and outstanding on the date hereof, prior to taking into consideration the issuance of Parent Common Stock in the Private Placement and the Merger, and after taking into consideration the cancellation of Parent Common Stock as indicated in Section 6.3(i) hereofor outstanding. Schedule 3.4 hereto contains a complete and true capitalization table setting forth the Parent common stock and complete list warrant holdings of the name officers and addresses directors of Parent and, to the record owners best knowledge of all Parent after due inquiry, the holders of the outstanding greater than 5% of Parent Common Stock and other Equity Securities of Parent Stock. Except as of the date hereofset forth on Schedule 3.4, together with the number and percentage of securities held. Parent has no outstanding options, rights or commitments to issue shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any other any Equity Security of Parent or Acquisition Corp To the best knowledge of Parent, there Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessable, and none of such shares have been issued in violation of the preemptive rights of any person. All outstanding warrants to purchase Parent Common Stock expire of their own accord on November 11, 2005.