Common use of Concerning the Shares Clause in Contracts

Concerning the Shares. The authorized capital stock of the Company consists of 50,000,000 shares of Common Stock, $.01 par value per share, and Annex V sets forth the number of shares which are issued and outstanding, and the number of shares of Preferred Stock, $.01 par value per share, which are issued and outstanding. All of the outstanding shares of Common Stock and Preferred Stock of the Company have been duly and validly authorized and issued and are fully paid and nonassessable. No shares of Common Stock are subject to preemptive or similar rights. Except as specifically disclosed herein, there are no outstanding options, warrants, rights to subscribe to, calls or commitments of any character whatsoever relating to, or, except as a result of the purchase and sale of the Preferred Stock and the Warrants, securities, rights or obligations convertible into or exchangeable for, or giving any person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings, or arrangements by which the Company or any subsidiary is or may become bound to issue additional shares of Common Stock or securities or rights convertible or exchangeable into shares of Common Stock.

Concerning the Shares. The authorized capital stock of the Company consists of 50,000,000 40,000,000 shares of Common Stock, $.01 par value per share, and Annex V Schedule 3(b) sets forth the number of shares which are issued and outstanding, and the number of shares of Preferred Stockpreferred stock, $.01 par value per share, which are issued and outstanding. All of the outstanding shares of Common Stock and Preferred Stock of the Company have been duly and validly authorized and issued and are fully paid and nonassessable. No shares of Common Stock are subject to preemptive or similar rights. Except as specifically disclosed herein, there are no outstanding options, warrants, rights to subscribe to, calls or commitments of any character whatsoever relating to, or, except as a result of the purchase and sale of the Preferred Stock and the Warrants, securities, rights or obligations convertible into or exchangeable for, or giving any person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings, or arrangements by which the Company or any subsidiary is or may become bound to issue additional shares of Common Stock or securities or rights convertible or exchangeable into shares of Common Stock.

Concerning the Shares. The authorized capital stock of the Company consists of 50,000,000 40,000,000 shares of Common Stock, $.01 par value per share, and Annex V Schedule 3(b) sets forth the number of shares which are issued and outstanding, and the number of shares of Preferred Stock, $.01 par value per share, which are issued and outstanding. All of the outstanding shares of Common Stock and Preferred Stock of the Company have been duly and validly authorized and issued and are fully paid and nonassessable. No shares of Common Stock are subject to preemptive or similar rights. Except as specifically disclosed herein, there are no outstanding options, warrants, rights to subscribe to, calls or commitments of any character whatsoever relating to, or, except as a result of the purchase and sale of the Preferred Stock and the Warrants, securities, rights or obligations convertible into or exchangeable for, or giving any person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings, or arrangements by which the Company or any subsidiary is or may become bound to issue additional shares of Common Stock or securities or rights convertible or exchangeable into shares of Common Stock.

Concerning the Shares. The authorized capital stock of the Company consists of 50,000,000 (a) 15,000,000 shares of Common Stock, $.01 .0001 par value per share, and Annex V sets forth the number of which 3,775,886 shares which are issued and outstandingoutstanding on the date hereof, and the number of (b) 5,000,000 shares of Preferred Stockpreferred stock, par value $.01 par value per share, none of which are issued and outstandingoutstanding on the date hereof. All of the outstanding shares of Common Stock and Preferred Stock of the Company have been duly and validly authorized and issued and are fully paid and nonassessable. No shares of Common Stock are subject to preemptive or similar rights. Except as specifically disclosed hereinon Schedule 2.4 hereto, there are no outstanding options, warrants, rights to subscribe to, calls or commitments of any character whatsoever relating to, or, except as a result of the purchase and sale of the Preferred Stock Note and the WarrantsWarrant, securities, rights or obligations convertible into or exchangeable for, or giving any person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings, or arrangements by which the Company or any subsidiary is or may become bound to issue additional shares of Common Stock or securities or rights convertible or exchangeable into shares of Common Stock.