Common use of Common Stock; Preferred Stock Clause in Contracts

Common Stock; Preferred Stock. The authorized capital stock of the Company consists of 100,000,000 shares of common stock, par value $0.0001 per share (“Common Stock”), of which 31,418,541 shares are issued and 24,553,644 shares outstanding, and 10,000,000 shares preferred stock, par value $0.0001 (“Preferred Stock”), none of which are issued and outstanding. Upon consummation of the transactions contemplated by the Transaction Documents (the “Transaction”), (a) 700,000 shares of Preferred Stock shall be designated as Series A Preferred Stock pursuant to the terms of the Series A Certificate, all of which will be duly authorized, are validly issued, fully paid and non-assessable and (b) the shares of Common Stock issuable upon conversion of the Series A Preferred Stock will have been duly authorized for issuance, and, when so issued, will be validly issued, fully paid and non-assessable. As of Closing, the Investor shall own all of the outstanding Preferred Stock, free and clear of all liens, security interests, mortgages, pledges, charges, equities, claims or restrictions on transferability or encumbrances of any kind (collectively, “Liens”) and none of the shares of Series A Preferred Stock, or shares of Common Stock issuable upon conversion of the Series A Preferred Stock, will have been, or will be, issued in violation of the preemptive rights of any security holders of the Company arising as a matter of law or under or pursuant to the Company’s certificate of incorporation, as amended, the Company’s bylaws, as amended, or any material agreement or instrument to which the Company is a party or by which it is bound, and the holders thereof shall be entitled to all rights accorded to a holder of Series A Preferred Stock or Common Stock, as applicable.

Common Stock; Preferred Stock. The authorized capital stock of the Company consists of 100,000,000 125,000,000 shares of common stock, par value $0.0001 per share (“Common Stock”), of which 31,418,541 68,636,965 shares are issued and 24,553,644 shares outstanding, and 10,000,000 5,000,000 shares preferred stock, par value $0.0001 (“Preferred Stock”), none of which are issued and outstanding. Upon consummation of the transactions contemplated by the Transaction Documents (the “TransactionTransactions”), (a) 700,000 625,000 shares of Preferred Stock shall be designated as Series A Preferred Stock pursuant to the terms of the Series A Certificate, all of which will be duly authorized, are validly issued, fully paid and non-assessable and (b) the shares of Common Stock issuable upon conversion of the Series A Preferred Stock will have been duly authorized for issuance, and, when so issued, will be validly issued, fully paid and non-assessable. As of Closing, the Investor Investors shall own all of the outstanding Preferred Stock, free and clear of all liens, security interests, mortgages, pledges, charges, equities, claims or restrictions on transferability or encumbrances of any kind (collectively, “Liens”) and none of the shares of Series A Preferred Stock, or shares of Common Stock issuable upon conversion of the Series A Preferred Stock, will have been, or will be, issued in violation of the preemptive rights of any security holders of the Company arising as a matter of law or under or pursuant to the Company’s certificate of incorporation, as amended, the Company’s bylaws, as amended, or any material agreement or instrument to which the Company is a party or by which it is bound, and the holders thereof shall be entitled to all rights accorded to a holder of Series A Preferred Stock or Common Stock, as applicable.

Common Stock; Preferred Stock. The authorized capital stock of the Company consists of 100,000,000 125,000,000 shares of common stock, par value $0.0001 per share (“Common Stock”), of which 31,418,541 68,680,241 shares are issued and 24,553,644 shares outstanding, and 10,000,000 5,000,000 shares preferred stock, par value $0.0001 (“Preferred Stock”), none of which (X) 825,000 shares of Preferred Stock have been designated as Series A Preferred Stock, of which 21,645 shares are issued and outstanding and (Y) 825,000 shares of Preferred Stock have been designated as Series B Preferred Stock, of which 614,177 shares are issued and outstanding. The table attached hereto as Schedule 2.2(a) sets forth, as of the date hereof, the shares of Common Stock currently reserved for issuance with respect to (1) the Company’s equity incentive plan, (2) the Series A Preferred Stock, (3) the Series B Preferred Stock, (4) the Warrants and (5) certain other matters. Upon consummation of the Exchange and the other transactions contemplated by the Transaction Documents (the “TransactionTransactions”), (a) 700,000 625,000 shares of Preferred Stock shall be designated as Series A C Preferred Stock pursuant to the terms of the Series A CertificateCertificate of Designations, all of which will be duly authorized, are and when issued pursuant to the Exchange will be validly issued, fully paid and non-assessable and (b) the shares of Common Stock issuable upon conversion of the Series A C Preferred Stock will have been duly authorized for issuance, andStock, when so issued, will be validly issued, fully paid and non-assessable. As of Closingthe Effective Date, the Investor shall Stockholders own all of the outstanding Series C Preferred Stock, free and clear of all liens, security interests, mortgages, pledges, charges, equities, claims or restrictions on transferability or encumbrances of any kind (collectively, “Liens”) and none of the shares of Series A C Preferred Stock, or or, after the Stockholder Approval has been obtained, shares of Common Stock issuable upon conversion of the Series A C Preferred Stock, will have been, or will be, issued in violation of the preemptive rights of any security holders of the Company arising as a matter of law or under or pursuant to the Company’s certificate of incorporation, as amended, the Company’s bylaws, as amended, or any material agreement or instrument to which the Company is a party or by which it is bound. The Stockholders, and as the holders thereof of the Series C Preferred Stock, shall be entitled to all rights accorded to a holder of Series A C Preferred Stock or Common Stock, in accordance with, and as applicableset forth in, the Certificate of Designations.

Common Stock; Preferred Stock. The authorized capital stock of the Company consists of 100,000,000 125,000,000 shares of common stock, par value $0.0001 per share (“Common Stock”), of which 31,418,541 68,680,241 shares are issued and 24,553,644 shares outstanding, and 10,000,000 5,000,000 shares preferred stock, par value $0.0001 (“Preferred Stock”), none of which 825,000 shares of Preferred Stock have been designated as Series A Preferred Stock, of which 635,822 shares are issued and outstanding. The table attached hereto as Schedule 2.2(a) sets forth, as of the date hereof, the shares of Common Stock currently reserved for issuance with respect to (1) the Company’s equity incentive plan, (2) the Series A Preferred Stock, (3) the Warrants and (4) certain other matters. Upon consummation of the Exchange and the other transactions contemplated by the Transaction Documents (the “TransactionTransactions”), (a) 700,000 825,000 shares of Preferred Stock shall be designated as Series A B Preferred Stock pursuant to the terms of the Series A CertificateCertificate of Designations, all of which will be duly authorized, are and when issued pursuant to the Exchange will be validly issued, fully paid and non-assessable and (b) the shares of Common Stock issuable upon conversion of the Series A B Preferred Stock will have been duly authorized for issuance, andStock, when so issued, will be validly issued, fully paid and non-assessable. As of Closingthe Effective Date, the Investor shall Stockholders own all of the outstanding Series B Preferred Stock, free and clear of all liens, security interests, mortgages, pledges, charges, equities, claims or restrictions on transferability or encumbrances of any kind (collectively, “Liens”) and none of the shares of Series A B Preferred Stock, or or, after the Stockholder Approval has been obtained, shares of Common Stock issuable upon conversion of the Series A B Preferred Stock, will have been, or will be, issued in violation of the preemptive rights of any security holders of the Company arising as a matter of law or under or pursuant to the Company’s certificate of incorporation, as amended, the Company’s bylaws, as amended, or any material agreement or instrument to which the Company is a party or by which it is bound. The Stockholders, and as the holders thereof of the Series B Preferred Stock, shall be entitled to all rights accorded to a holder of Series A B Preferred Stock or Common Stock, in accordance with, and as applicableset forth in, the Certificate of Designations.