Common use of Parent Common Stock and Warrants Clause in Contracts

Parent Common Stock and Warrants. to Purchase Shares of Parent Common Stock. The entire authorized capital stock of Parent consists of 500,000,000 shares of Common Stock, $.001 par value per share, of which 54,520,000 shares are issued and outstanding as of March 5, 2014 and a maximum of 4,200,000 shares will be issued and outstanding as of the consummation of the Merger, and 10,000,000 shares of Preferred Stock, $.001 par value per share, none of which are issued or outstanding. In addition, as of the date of this Agreement, Parent has issued warrants to purchase 3,500,000 shares of Parent Common Stock and as of the consummation of the Merger, Parent will have outstanding warrants to purchase 3,500,000 shares of Parent Common Stock, all of which shall be exercisable for a period of five (5) years at an exercise price of $1.50 per share. All outstanding shares of Parent Common Stock are validly issued, fully paid, non-assessable and not subject to any preemptive rights, or to any agreement to which Parent is a party or by which Parent may be bound that would conflict with the obligations of Parent under this Agreement or the transactions contemplated hereby. The shares of Parent Common Stock to be issued pursuant to the terms of this Agreement are validly authorized and reserved for issuance and, when such shares of Parent Common Stock have been duly delivered pursuant to the terms of this Agreement, will be fully paid and non-assessable and issued in compliance with all applicable securities laws and other applicable Legal Requirements, and will not have been issued in violation of any preemptive or similar right of any stockholder of Parent or other Person. The shares of Parent Common Stock issued in the Merger shall have the right to be voted in the election of directors of Parent.

Parent Common Stock and Warrants. to Purchase Shares of Parent Common Stock. The Subject to the Amended and Restated Articles to be approved prior to the Closing Date, the entire authorized capital stock of Parent consists of 500,000,000 shares of Common Stock, $.001 par value per share, of which 54,520,000 53,500,000 shares are issued and outstanding as of March 5August 2, 2014 2013 and a maximum of 4,200,000 4,195,825 shares will be issued and outstanding as of the consummation of the Merger, and 10,000,000 shares of Preferred Stock, $.001 par value per share, none of which are issued or outstanding. In addition, as of the date of this Agreement, Parent has issued warrants to purchase 3,500,000 shares of Parent Common Stock and as of the consummation of the Merger, Parent will have outstanding warrants to purchase 3,500,000 no more than 3,443,425 shares of Parent Common Stockcommon stock, all of which shall be exercisable for a period of five (5) years at an exercise price of $1.50 per share. All outstanding shares of Parent Common Stock are validly issued, fully paid, non-assessable and not subject to any preemptive rights, or to any agreement to which Parent is a party or by which Parent may be bound that would conflict with the obligations of Parent under this Agreement or the transactions contemplated hereby. The shares of Parent Common Stock to be issued pursuant to the terms of this Agreement are validly authorized and reserved for issuance and, when such shares of Parent Common Stock have been duly delivered pursuant to the terms of this Agreement, will be fully paid and non-assessable and issued in compliance with all applicable securities laws and other applicable Legal Requirements, and will not have been issued in violation of any preemptive or similar right of any stockholder of Parent or other Person. The shares of Parent Common Stock issued in the Merger shall have the right to be voted in the election of directors of Parent.