Common use of Issued Securities Clause in Contracts

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all federal and state securities laws. In addition, as of the date immediately preceding the date of this Agreement: (i) The authorized capital of the Company consists of (A) 66,000,000 shares of Common Stock, of which 1,476,654 shares are issued and outstanding, and (B) 55,000,000 shares of Preferred Stock, of which 43,641,111 shares are issued and outstanding and are convertible into 43,641,111 shares of Common Stock. (ii) The Company has reserved 7,782,559 shares of Common Stock for issuance under its Stock Option Plan(s), under which 4,663,466 options are outstanding. The Company has reserved 70,000 shares of Common Stock for issuance upon the exercise of warrants to purchase Common Stock. The Company has reserved 400,000 shares of Preferred Stock and 400,000 shares of Common Stock for issuance upon the exercise of warrants to purchase Preferred Stock. There are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company’s capital stock or other securities of the Company. The Company has no outstanding loans to any employee, officer or director of the Company, and the Company agrees not to enter into any such loan or otherwise guarantee the payment of any loan made to an employee, officer or director by a third party. (iii) Except in accordance with the Company’s Charter and the Stockholders Agreement, no stockholder of the Company has preemptive rights to purchase new issuances of the Company’s capital stock.

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all federal and state securities laws. In addition, as of the date immediately preceding the date of this Agreement: (i) The authorized capital of the Company consists of (A) 66,000,000 230,000,000 shares of Common Stock, of which 1,476,654 18,193,930 shares are issued and outstanding, and (B) 55,000,000 155,190,902 shares of Preferred Stock, of which 43,641,111 31,116,391 shares have been designated Series A Preferred Stock, 31,116,391 of which are issued and outstanding, 9,074,511 shares have been designated Series A-1 Preferred Stock, 9,074,511 of which are issued and outstanding, and 115,000,000 shares have been designated Series B Preferred Stock, 55,614,290 of which are issued and outstanding and are convertible into 43,641,111 shares of Common StockStock at $0.60 per share, $0.50 per share, and $0.29990 per share, respectively. (ii) The Company has reserved 7,782,559 19,724,005 shares of Common Stock for issuance under its 2011 Stock Option Plan(s)Incentive Plan, under which 4,663,466 11,007,272 options are outstandingoutstanding and 3,000,000 shares have been issued pursuant to restricted stock purchase agreements. The Company has reserved 70,000 shares of Common Stock for issuance upon Except as set forth on Schedule 5.14 to the exercise of warrants to purchase Common Stock. The Company has reserved 400,000 shares of Preferred Stock and 400,000 shares of Common Stock for issuance upon the exercise of warrants to purchase Preferred Stock. There Loan Agreement, there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company’s 's capital stock or other securities of the Company. The Company has no outstanding loans to any employee, officer or director of the Company, and the Company agrees not to enter into any such loan or otherwise guarantee the payment of any loan made to an employee, officer or director by a third party. (iii) Except in In accordance with the Company’s Charter and the Stockholders Agreement's Charter, no stockholder of the Company has preemptive rights to purchase new issuances of the Company’s 's capital stock.

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other Company securities were issued in full compliance with all applicable federal and state securities lawslaws in all material respects. In addition, as of the date immediately preceding the date of this AgreementEffective Date: (i) The authorized capital of the Company consists of (A) 66,000,000 100,000,000 shares of Common Stock, of which 1,476,654 43,039,269 shares are issued and outstanding, and (B) 55,000,000 10,000,000 shares of Preferred Stock, of which 43,641,111 no shares are issued and outstanding and are convertible into 43,641,111 shares of Common Stockoutstanding. (ii) The Company has reserved 7,782,559 an aggregate of 740,562 shares of Common Stock for issuance under its 2011 Equity Incentive Plan and 2011 Employee Stock Option Plan(s)Purchase Plan, not including any automatic increases to the shares reserved for issuance under which 4,663,466 such plans as described in the Company SEC Reports. Stock options are outstanding. The Company has reserved 70,000 or other equity awards to purchase or acquire an aggregate of 4,989,398 shares of Common Stock are outstanding. In addition, there are warrants for issuance upon the exercise purchase of warrants to purchase Common Stock. The Company has reserved 400,000 shares of Preferred Stock and 400,000 1,497,939 shares of Common Stock for issuance upon outstanding. Except as set forth in the exercise of warrants to purchase Preferred Stock. There Company SEC Reports, there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company’s capital stock or other securities of the Company. The Company has no outstanding loans to any employee, officer or director of the Company, and the Company agrees not to enter into any such loan or otherwise guarantee the payment of any loan made to an employee, officer or director by a third party. (iii) Except in accordance with the Company’s Charter and the Stockholders Agreement, no No stockholder of the Company has preemptive rights to purchase new issuances of the Company’s capital stockstock pursuant to the Charter or the Company’s bylaws.

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all federal Federal and state securities laws. In addition, as of the date immediately preceding the date of this Agreement: (i) The authorized capital of the Company consists of (A) 66,000,000 10,000,000 shares of Common Stock, of which 1,476,654 4,113,750 shares are issued and outstanding, and (B) 55,000,000 450,000 shares of Preferred StockSeries A preferred stock, of which 43,641,111 428,635 shares are issued and outstanding and are convertible into 43,641,111 428,635 shares of Common StockStock at $1.00 per share, 450,207 shares of Series B preferred stock, of which 430,207 shares are issued and outstanding and are convertible into 430,207 shares of Common Stock at $1.00 per share, 4,467,912 shares of Series C preferred stock, of which 4,061,738 shares are issued and outstanding and are convertible into 4,061,738 shares of Common Stock at $1.00 per share and 4,467,912 shares of Series C-1 preferred stock, of which no shares are issued and outstanding. (ii) The Company has reserved 7,782,559 (A) 890,000 shares of Common Stock for issuance under its Incentive/Nonqualified Stock Option Plan(s)Plan, under which 4,663,466 425,378 options are outstanding. The Company has reserved 70,000 shares of Common Stock for issuance upon the exercise of warrants to purchase Common Stock. The Company has reserved 400,000 shares of Preferred Stock and 400,000 shares of Common Stock for issuance upon the exercise of warrants to purchase Preferred Stock. There are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company’s 's capital stock or other securities of the Company. The Company has no outstanding loans to any employee, officer or director of the Company, and the Company agrees not to enter into any such loan or otherwise guarantee the payment of any loan made to an employee, officer or director by a third party. (iii) Except in In accordance with the Company’s Charter and the Stockholders Agreement's Articles of Incorporation, no stockholder shareholder of the Company has preemptive rights to purchase new issuances of the Company’s 's capital stock.

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all federal Federal and state securities laws. In addition, as of the date immediately preceding the date of this Agreement: (i) The authorized capital of the Company consists of (A) 66,000,000 3,040,000 shares of Class A Common Stock, of which 1,476,654 3,040,000 shares are issued and outstanding, 17,250,000 shares of Class B Common Stock, 6,136,070 of which are issued and outstanding and (B) 55,000,000 3,009,600 shares of Series A Preferred Stock, of which 43,641,111 3,009,600 shares are issued and outstanding and are convertible into 43,641,111 7,246,036 shares of Common Series B Preferred Stock, of which 7,042,254 shares are issued and outstanding. (ii) The Company has reserved 7,782,559 (A) 684,930 shares of Common Stock for issuance under its 1998 Incentive Stock Option Plan(s)Plan, under which 4,663,466 337,500 options are outstanding. The Company has reserved 70,000 shares of Common Stock for issuance upon the exercise of warrants to purchase Common Stock. The Company has reserved 400,000 shares of Preferred Stock and 400,000 shares of Common Stock for issuance upon the exercise of warrants to purchase Preferred Stock. There are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company’s 's capital stock or other securities of the Company. The Company has no outstanding loans to any employee, officer or director of the Company, except as contemplated by this Warrant Agreement and the Company agrees not Warrant Agreement of even date herewith with respect to enter into any such loan or otherwise guarantee the payment 26,408 shares of any loan made to an employee, officer or director by a third partySeries B Preferred Stock. (iii) Except in In accordance with the Company’s Charter and the Stockholders Agreement's Articles of Incorporation, no stockholder shareholder of the Company has preemptive rights to purchase new issuances of the Company’s 's capital stock.

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with with, or were exempt from, all federal Federal and state securities laws, assuming the accuracy of all representations made by the purchasers thereof. In addition, as of the date immediately preceding the date of this AgreementEffective Date: (i) The authorized capital of the Company consists of (A) 66,000,000 20,000,000 shares of Common Stock, of which 1,476,654 950,000 shares are issued and outstanding, (B) 526,819 shares of Class B Common Stock, all of which are issued and outstanding, and (BC) 55,000,000 7,000,000 shares of Preferred Stock, of which 43,641,111 5,328,571 shares are issued and outstanding and are convertible into 43,641,111 5,328,517 shares of Common StockStock at $0.70 per share. (ii) The Company has reserved 7,782,559 1,350,000 shares of Common Stock for issuance under its 1994 Employee, Director and Consultant Stock Option Plan(s)Plan, under which 4,663,466 665,000 options or rights to purchase Common Stock are currently outstanding. The Company has reserved 70,000 shares of Common Stock Except for issuance upon the exercise of 92,858 warrants to purchase Common Stock. The Company has reserved 400,000 shares Stock outstanding as of Preferred Stock the date hereof and 400,000 shares of Common Stock for issuance upon conversion rights and certain rights of first refusal in favor of the exercise current holders of warrants to purchase the Preferred Stock. There , there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company’s 's capital stock or other securities of the Company. The Company has no outstanding loans to any employee, officer or director of the Company, and the Company agrees not to enter into any such loan or otherwise guarantee the payment of any loan made to an employee, officer or director by a third party. (iii) Except for certain rights of first refusal in accordance with favor of current holders of the Company’s Charter and the Stockholders AgreementPreferred Stock, no stockholder shareholder of the Company has preemptive rights to purchase new issuances of the Company’s 's capital stock.

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all federal applicable Federal and state securities laws. In addition, as of the date immediately preceding the date of this Agreement: (i) The authorized capital of the Company consists of (A) 66,000,000 20,000,000 shares of Common Stock, of which 1,476,654 3,919,846 shares are issued and outstanding, and (B) 55,000,000 9,268,567 shares of Preferred Stock, of which 43,641,111 9,207,293 shares are issued and outstanding and 6,030,523 shares of preferred stock are convertible into 43,641,111 at $1.31 per share, 1,195,809 shares of Common Stockat $1.50 per share and 1,980,950 shares are convertible at $2.10 per share. (ii) The Company has reserved 7,782,559 (A) 3,400,000 shares of Common Stock for issuance under its Stock Option Plan(s)Plan, under which 4,663,466 options to purchase 3,172,826 shares of Common Stock are outstanding. The Company has reserved 70,000 outstanding at an average exercise price of approximately $.53 per share, and (B) 1,969,682 shares of Common Stock for issuance upon the exercise of outstanding warrants to purchase Common Stock. The Company has reserved 400,000 Stock at a price of $.25 per share, outstanding warrants to purchase 42,000 shares of Preferred Stock at $1.31 per share and 400,000 (C) 6,030,523 shares of Common Stock for issuance upon conversion of outstanding shares of the exercise of warrants to purchase Company's Series A Preferred Stock. There are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company’s 's capital stock or other securities of the Company. The Company has no outstanding loans to any employee, officer or director of the Company, and the Company agrees not to enter into any such loan or otherwise guarantee the payment of any loan made to an employee, officer or director by a third party. (iii) Except in In accordance with the Company’s Charter and the Stockholders Agreement's Articles of Incorporation, no stockholder shareholder of the Company has preemptive rights to purchase new issuances of the Company’s 's capital stock.

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all federal and state securities laws. In addition, as of the date immediately preceding the date of this Agreement: (i) The authorized capital of the Company consists of (A) 66,000,000 50,000,000 shares of Common Stock, of which 1,476,654 5,494,893 shares are issued and outstanding, and (B) 55,000,000 5,000,000 shares of Preferred Stock, of which 43,641,111 1,375,000 shares are issued and outstanding and are convertible into 43,641,111 1,672,264 shares of Common StockStock at $.001 per share. (ii) The Company has reserved 7,782,559 750,000 shares of Common Stock for issuance under its Stock Option Plan(s), under which 4,663,466 473,000 options are outstanding. The Company has reserved 70,000 There are convertible notes outstanding convertible into 3,520,834 shares of Common Stock for issuance upon the exercise of and there are warrants outstanding to purchase Common Stock. The Company has reserved 400,000 shares of Preferred Stock and 400,000 3,934,525 shares of Common Stock for issuance upon the exercise of warrants to purchase Preferred Stock. There are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company’s 's capital stock or other securities of the Company. The Company has no outstanding loans to any employee, officer or director of the Company, and the Company agrees not to enter into any such loan or otherwise guarantee the payment of any loan made to an employee, officer or director by a third party. (iii) Except in In accordance with the Company’s Charter and the Stockholders AgreementCharter, no stockholder shareholder of the Company has preemptive rights to purchase new issuances of the Company’s capital stock.

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Company Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Company Stock and any other securities were issued in full compliance with all federal and state securities laws. In addition, as of the date immediately preceding the date of this Agreement: (i) The authorized capital of the Company consists of (A) 66,000,000 30,000,000 shares of Common Stock, of which 1,476,654 20,427,250.579 shares are issued and outstanding, and (B) 55,000,000 no shares of Preferred Stock, of which 43,641,111 shares are issued and outstanding and are convertible into 43,641,111 shares of Common Stockpreferred stock. (ii) The Company has reserved 7,782,559 2,264,108 shares of Common Stock for issuance under its Stock Option Plan(s), under pursuant to which 4,663,466 (A) 2,171,396 options are outstanding. The outstanding and (B) the Company has reserved 70,000 granted 50,000 shares of Common Stock for issuance upon the exercise of warrants to purchase Common Stock. The Company has reserved 400,000 shares of Preferred Stock and 400,000 shares of Common Stock for issuance upon the exercise of warrants to purchase Preferred Stock. There are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company’s Zosano Pharma Warrant capital stock or other securities of the CompanyCompany other than the Convertible Notes listed on Schedule 1A to the Joinder Agreement between the Company and Hercules dated as of the date hereof. The Company has no outstanding loans to any employee, officer or director of the Company, and the Company agrees not to enter into any such loan or otherwise guarantee the payment of any loan made to an employee, officer or director by a third party. (iii) Except in In accordance with the Company’s Charter and the Stockholders AgreementCharter, no stockholder of the Company has preemptive rights to purchase new issuances of the Company’s capital stock.

Issued Securities. All issued and outstanding shares of Common ----------------- Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all federal Federal and state securities laws. In addition, as of the date immediately preceding the date of this Agreement: (i) The authorized capital of the Company consists of (A) 66,000,000 18,000,000 shares of Common Stock, 76,125 of which 1,476,654 shares are issued and outstanding, and (B) 55,000,000 10,247,410 shares of Series A Preferred Stock, of which 43,641,111 (I) 8,120,000 shares are issued and outstanding and (ii) 2,127,410 shares have been designated Series B Preferred Stock, 1,992,104 of which are convertible into 43,641,111 shares of Common Stockissued and outstanding. (ii) The Company has reserved 7,782,559 2,750,000 shares of Common Stock for issuance under its Stock Option Plan(s), under which 4,663,466 options are outstanding. The Company has reserved 70,000 shares pursuant to a stock option plan or agreements or restricted stock plan or agreement as shall be approved by the Board of Common Stock for issuance upon the exercise of warrants to purchase Common Stock. The Company has reserved 400,000 shares of Preferred Stock and 400,000 shares of Common Stock for issuance upon the exercise of warrants to purchase Preferred Stock. There are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares Directors of the Company’s capital stock or other securities of the Company. The Company has no outstanding loans to any employee, officer or director of the Company, and the Company agrees not to enter into any such loan or otherwise guarantee the payment of any loan made to an employee, officer or director by a third party. (iii) Except in accordance with as set forth above and except for (A) the conversion privileges of the Series A Preferred Stock currently outstanding, (B) warrants to purchase 40,609 shares of the Company’s Charter and 's Series B Preferred Stock, (C) warrants to purchase 187,500 shares of the Stockholders AgreementCompany's Series B Preferred Stock or Common Stock, (D) the rights of the Warrantholder hereunder and(E) the rights provided in the Investor's Rights Agreement dated December 10, 1994 (the "Investor Rights Agreements"), no stockholder shareholder of the Company has preemptive rights to purchase new issuances of the Company’s company's capital stock.

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessablenon-assessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all federal and state securities laws. In addition, as of the date immediately preceding the date of this Agreement: (i) The authorized capital of the Company consists of (A) 66,000,000 25,525,727 shares of Common Stock, of which 1,476,654 8,760,000 shares are issued and outstanding, and (B) 55,000,000 11,527,280 shares of Preferred Stock, all of which 43,641,111 shares have been designated as “Series A Convertible Preferred Stock (8,516,100 of which are issued and outstanding and are convertible into 43,641,111 8,516,100 shares of Common StockStock at $1.74 per share.) (ii) The Company has reserved 7,782,559 3,766,800 shares of Common Stock for issuance under its Stock Option Plan(s), under which 4,663,466 3,366,800 options are outstanding. The Company has reserved 70,000 Other than the foregoing options and 680,008 shares of Common Stock reserved for issuance upon the exercise of warrants to a certain stock purchase Common Stock. The Company has reserved 400,000 shares warrant outstanding as of Preferred Stock and 400,000 shares of Common Stock for issuance upon the exercise of warrants to purchase Preferred Stock. There date hereof, there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company’s capital stock or other securities of the Company. The Company has no outstanding loans to any employee, officer or director of the Company, and the Company agrees not to enter into any such loan or otherwise guarantee the payment of any loan made to an employee, officer or director by a third party. (iii) Except in In accordance with the Company’s Charter and the Stockholders AgreementCharter, no stockholder shareholder of the Company has preemptive rights to purchase new issuances of the Company’s capital stock.

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with with, or were exempt from, all federal Federal and state securities laws, assuming the accuracy of all representations made by the purchasers thereof. In addition, as of the date immediately preceding the date of this AgreementEffective Date: (i) The authorized capital of the Company consists of (A) 66,000,000 20,000,000 shares of Common Stock, of which 1,476,654 950,000 shares we issued and outstanding, (B) 526,819 shares of Class B Common Stock, all of which are issued and outstanding, and (BC) 55,000,000 7,000,000 shares of Preferred Stock, of which 43,641,111 5,328,571 shares are issued and outstanding and are convertible into 43,641,111 5,328,517 shares of Common StockStock at $0.70 per share. (ii) The Company has reserved 7,782,559 1,350,000 shares of Common Stock for issuance under its 1994 Employee, Director and Consultant Stock Option Plan(s)Plan, under which 4,663,466 665,000 options or rights to purchase Common Stock are currently outstanding. The Company has reserved 70,000 shares of Common Stock Except for issuance upon the exercise of 92,858 warrants to purchase Common Stock. The Company has reserved 400,000 shares Stock outstanding as of Preferred Stock the date hereof and 400,000 shares of Common Stock for issuance upon conversion rights and certain rights of first refusal in favor of the exercise current holders of warrants to purchase the Preferred Stock. There , there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company’s 's capital stock or other securities of the Company. The Company has no outstanding loans to any employee, officer or director of the Company, and the Company agrees not to enter into any such loan or otherwise guarantee the payment of any loan made to an employee, officer or director by a third party. (iii) Except for certain rights of first refusal in accordance with favor of currant holders of the Company’s Charter and the Stockholders AgreementPreferred Stock, no stockholder shareholder of the Company has preemptive rights to purchase new issuances of the Company’s 's capital stock.

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all federal Federal and state securities laws. In addition, as of the date immediately preceding the date of this Agreement: (i) The authorized capital of the Company consists of (A) 66,000,000 3,040,000 shares of Class A Common Stock, of which 1,476,654 3,040,000 shares are issued and outstanding, 17,250,000 shares of Class B Common Stock, 6,136,070 of which are issued and outstanding and (B) 55,000,000 3,009,600 shares of Series A Preferred Stock, of which 43,641,111 3,009,600 shares are issued and outstanding and are convertible into 43,641,111 7,246,036 shares of Common Series B Preferred Stock, of which 7,042,254 shares are issued and outstanding. (ii) The Company has reserved 7,782,559 (A) 684,930 shares of Common Stock for issuance under its 1995 Incentive Stock Option Plan(s)Plan, under which 4,663,466 337,500 options are outstanding. The Company has reserved 70,000 shares of Common Stock for issuance upon the exercise of warrants to purchase Common Stock. The Company has reserved 400,000 shares of Preferred Stock and 400,000 shares of Common Stock for issuance upon the exercise of warrants to purchase Preferred Stock. There are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company’s 's capital stock or other securities of the Company. The Company has no outstanding loans to any employee, officer or director of the Company, except as contemplated by this Warrant Agreement and the Company agrees not Warrant Agreement of even date herewith with respect to enter into any such loan or otherwise guarantee the payment 26,408 shares of any loan made to an employee, officer or director by a third partySeries B Preferred Stock. (iii) Except in In accordance with the Company’s Charter and the Stockholders Agreement's Articles of Incorporation, no stockholder shareholder of the Company has preemptive rights to purchase new issuances of the Company’s 's capital stock.