Outstanding Shares; Capitalization Clause Samples

Outstanding Shares; Capitalization. (a) As of the date of this Agreement, prior to the sale of the Purchased Securities and issuance of the Purchased Shares as contemplated hereby, the Company has 28,145,085 issued and outstanding Common Shares, no issued and outstanding Series A preferred shares, and no issued and outstanding Class B shares. The Company has issued warrants entitling their holders to the purchase an aggregate of 32,380,017 Common Shares at a price of $1.60 per Common Share, of which 507,000 Common Shares have been exercised. (b) All of such issued and outstanding Common Shares were duly authorized and have been validly issued and are fully paid and nonassessable. There are currently no Common Shares that are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Warrants and, warrants issued in February 2017). As of the date hereof, to the knowledge of the Company, based on public filings, the Persons who are “affiliates” (as defined in Rule 405 of the Securities Act and calculated based on the assumption that only executive officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Share are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company are the current executive officers and directors of the Company and Mr. Georgios Feidakis and his Affiliates. (c) Except as disclosed in the Company SEC Documents: (A) none of the Company’s shares, interests or share capital is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company; (B) except for warrants issued in February 2017, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or share capital of the Company, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or share capital of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or share capital of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which th...