Common use of Target Capital Structure Clause in Contracts

Target Capital Structure. (a) The authorized capital stock of Target consists of 8,950,000 shares of Target Common Stock, 50,000 shares of Class B Common Stock, $0.01 par value per share ("TARGET CLASS B COMMON STOCK"), and 2,000,000 shares of Preferred Stock, of which 1,500,000 shares are designated as Series A Cumulative Convertible Preferred Stock. As of the date of this Agreement, there are (i) 4,241,883 shares of Target Common Stock issued and outstanding, all of which are validly issued, fully paid and nonassessable and none of which are subject to repurchase rights, (ii) no shares of Target Class B Common Stock issued or outstanding, (iii) 1,276,958.332 shares of Series A Preferred Stock issued and outstanding, all of which are validly issued, fully paid and nonassessable, and each share of which is convertible into 1.2 shares of Target Common Stock, (iii) warrants to purchase up to 632,610.671 shares of Target Common Stock (collectively, the "TARGET WARRANTS"); (iv) 1,532,349.998 shares of Target Common Stock reserved for future issuance upon conversion of the Target Preferred Stock; (v) 774,952 shares of Target Common Stock reserved for future issuance pursuant to Target Options granted and outstanding under the Target Option Plan; and (vi) 225,048 shares of Target Common Stock reserved for issuance upon exercise of options available to be granted in the future under the Target Option Plan. The issued and outstanding shares of Target Common Stock and of Target Preferred Stock are held of record by the shareholders of Target as set forth and identified in the shareholder list attached as Schedule 3.2(a) to the Target Disclosure Schedule. The issued and outstanding Target Options are held of record by the option holders as set forth and identified in the option holder list provided to Acquiror or its representatives. The issued and outstanding Target Warrants are held of record by the warrantholders as set forth and identified in the warrantholder list provided to Acquiror or its representatives. All shares of Target Common Stock and Target Preferred Stock subject to issuance as specified above, upon issuance on the terms and conditions (including payment) specified in the instruments pursuant to which they are issuable, shall be duly authorized, validly issued, fully paid and nonassessable. All shares of Target Common Stock subject to issuance upon the exercise of Target Options and Target Warrants, upon issuance on the terms and conditions (including payment) specified in the instrument pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. All outstanding shares of Target Common Stock, Target Preferred Stock and outstanding Target Options and Target Warrants (collectively "TARGET SECURITIES") were issued in compliance with applicable federal and state securities laws. Except as set forth in the Target Disclosure Schedule, there are no obligations, contingent or otherwise, of Target to repurchase, redeem or otherwise acquire any shares of Target Common Stock or Target Preferred Stock or make any investment (in the form of a loan, capital contribution or otherwise) in any other entity. An updated Schedule 3.2(a) reflecting changes permitted by this Agreement in the capitalization of Target between the date hereof and the Effective Time shall be delivered by Target to Acquiror on the Closing Date.

Target Capital Structure. (a) The authorized capital stock of Target consists of 8,950,000 43,000,000 shares of Target Common Stock, 50,000 shares of Class B Common Stock, $0.01 par value per share ("TARGET CLASS B COMMON STOCK"), Stock and 2,000,000 17,500,000 shares of Preferred Stock, of which 1,500,000 1,620,000 shares are designated as Series A Cumulative Convertible Preferred Stock, 3,600,000 shares are designated as Series B Preferred Stock, 7,280,811 shares are designated Series C Preferred Stock and 4,655,000 shares are designated Series D Preferred Stock. As of the date of this Agreement, there are (i) 4,241,883 16,252,601 shares of Target Common Stock issued and outstanding, all of which are validly issued, fully paid and nonassessable and none 7,574,369 of which are subject to repurchase rights, (ii) no shares of Target Class B Common Stock issued or outstanding, (iii) 1,276,958.332 1,620,000 shares of Series A Preferred Stock issued and outstanding, all of which are validly issued, fully paid and nonassessable, and each share of which is convertible into 1.2 shares one share of Target Common Stock, (iii) 3,556,772 shares of Series B Preferred Stock issued and outstanding, all of which are validly issued, fully paid and nonassessable, and each share of which is convertible into one share of Target Common Stock, (iv) 7,280,811 shares of Series C Preferred Stock issued and outstanding, all of which are validly issued, fully paid and nonassessable, and each share of which is convertible into one share of Target Common Stock, (v) 4,519,133 shares of Series D Preferred Stock issued and outstanding, all of which are validly issued, fully paid and nonassessable, and each share of which is convertible into one share of Target Common Stock, (vi) warrants to purchase up to 632,610.671 8,330 shares of Target Common Series B Preferred Stock (collectivelythe "Series B Warrants"), (vii) warrants to purchase up to 100,000 shares of Series D Preferred Stock (collectively with the Series B Warrants, the "TARGET WARRANTSTarget Warrants"); (ivviii) 1,532,349.998 16,976,716 shares of Target Common Stock reserved for future issuance upon conversion of the Target Preferred Stock; (vix) 774,952 1,951,110 shares of Target Common Stock reserved for future issuance pursuant to Target Options granted and outstanding as of the date of this Agreement under the Target 1998 Stock Option Plan; and (vix) 225,048 no shares of Target Common Stock reserved for future issuance upon exercise pursuant to Target Options granted and outstanding as of options available to be granted in the future date of this Agreement under the Target 2000 Stock Option Plan. The issued ; and outstanding (xi) 932,625 shares of Target Common Stock reserved for future issuance pursuant to Target Options granted and outstanding as of the date of this Agreement under the ONElist Stock Option Plan. The Target Preferred 1998 Stock are held of record by the shareholders of Target as set forth and identified in the shareholder list attached as Schedule 3.2(a) to Option Plan, the Target Disclosure Schedule. The issued and outstanding Target Options are held of record by the option holders as set forth and identified in the option holder list provided to Acquiror or its representatives. The issued and outstanding Target Warrants are held of record by the warrantholders as set forth and identified in the warrantholder list provided to Acquiror or its representatives. All shares of Target Common 2000 Stock and Target Preferred Stock subject to issuance as specified above, upon issuance on the terms and conditions (including payment) specified in the instruments pursuant to which they are issuable, shall be duly authorized, validly issued, fully paid and nonassessable. All shares of Target Common Stock subject to issuance upon the exercise of Target Options and Target Warrants, upon issuance on the terms and conditions (including payment) specified in the instrument pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. All outstanding shares of Target Common Stock, Target Preferred Stock and outstanding Target Options and Target Warrants (collectively "TARGET SECURITIES") were issued in compliance with applicable federal and state securities laws. Except as set forth in the Target Disclosure Schedule, there are no obligations, contingent or otherwise, of Target to repurchase, redeem or otherwise acquire any shares of Target Common Stock or Target Preferred Stock or make any investment (in the form of a loan, capital contribution or otherwise) in any other entity. An updated Schedule 3.2(a) reflecting changes permitted by this Agreement in the capitalization of Target between the date hereof Option Plan and the Effective Time shall be delivered by ONElist Stock Option Plan are collectively referred to herein as the "Target to Acquiror on the Closing Date.Stock Option

Target Capital Structure. (a) The authorized capital stock of Target consists of 8,950,000 25,000,000 shares of Target Common Stock, 50,000 shares of Class B Common Stock, $0.01 par value per share ("TARGET CLASS B COMMON STOCK"), Stock and 2,000,000 10,000,000 shares of Preferred Stock, of which 1,500,000 2,000,000 shares are designated as Series A Cumulative Convertible Preferred Stock and 1,125,000 shares are designated as Series B Preferred Stock. As of the date of this Agreement, there are (i) 4,241,883 2,592,769 shares of Target Common Stock issued and outstanding, all of which are validly issued, fully paid and nonassessable and none of which are subject to repurchase rights, (ii) no shares of Target Class B Common Stock issued or outstanding, (iii) 1,276,958.332 2,000,000 shares of Series A Preferred Stock issued and outstanding, all of which are validly issued, fully paid and nonassessable, and each share of which is convertible into 1.2 one share of Target Common Stock, (iii) 1,125,000 shares of Series B Preferred Stock issued and outstanding, all of which are validly issued, fully paid and nonassessable, and each share of which is convertible into one share of Target Common Stock, (iii) warrants to purchase up to 632,610.671 125,000 shares of Target Common Stock (collectively, the "TARGET WARRANTS"); (iv) 1,532,349.998 3,125,000 shares of Target Common Stock reserved for future issuance upon conversion of the Target Preferred Stock; (v) 774,952 914,101 shares of Target Common Stock reserved for future issuance pursuant to Target Options granted and outstanding under the Target Option Plan; and (vi) 225,048 227,416 shares of Target Common Stock reserved for issuance upon exercise of options available to be granted in the future under the Target Option Plan. The issued and outstanding shares of Target Common Stock and of Target Preferred Stock are held of record by the shareholders of Target as set forth and identified in the shareholder list attached as on Schedule 3.2(a) to of the Target Disclosure Schedule. The issued and outstanding Target Options are held of record by the option holders as identified on, in the amounts and subject to the vesting schedules set forth and identified in on, Schedule 3.2(a) of the option holder list provided to Acquiror or its representativesTarget Disclosure Schedule. The issued and outstanding Target Warrants are held of record by the warrantholders as set forth and identified in on Schedule 3.2(a) of the warrantholder list provided to Acquiror or its representativesTarget Disclosure Schedule. All shares of Target Common Stock and Target Preferred Stock subject to issuance as specified above, upon issuance on the terms and conditions (including payment) specified in the instruments pursuant to which they are issuable, shall be duly authorized, validly issued, fully paid and nonassessable. All shares of Target Common Stock subject to issuance upon the exercise of Target Options and Target Warrants, upon issuance on the terms and conditions (including payment) specified in the instrument pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. All outstanding shares of Target Common Stock, Target Preferred Stock and outstanding Target Options and Target Warrants (collectively "TARGET SECURITIES") were issued in compliance with applicable federal and state securities laws. Except as set forth in the Target Disclosure Schedule, there are no obligations, contingent or otherwise, of Target to repurchase, redeem or otherwise acquire any shares of Target Common Stock or Target Preferred Stock or make any investment (in the form of a loan, capital contribution or otherwise) in any other entity. An updated Schedule 3.2(a) reflecting changes permitted by this Agreement in the capitalization of Target between the date hereof and the Effective Time shall be delivered by Target to Acquiror on the Closing Date.

Target Capital Structure. (a) The authorized capital stock of Target consists of 8,950,000 50,000,000 shares of Target Common Stock, 50,000 shares of Class B Common Stock, $0.01 par value per share ("TARGET CLASS B COMMON STOCK"), Stock and 2,000,000 1,250,000 shares of Preferred Stock, of which 1,500,000 160,000 shares are designated as Series A Cumulative Convertible Preferred Stock, of which 89,200 shares are designated as Series B Preferred Stock, of which 200,000 shares are designated as Series C Preferred Stock and of which 750,000 shares are designated as Series D Preferred Stock. As of the date of this Agreement, there are (i) 4,241,883 1,087,700 shares of Target Common Stock issued and outstanding, all of which are validly issued, fully paid and nonassessable and none of which are subject to repurchase rights, ; (ii) no shares of Target Class B Common Stock issued or outstanding, (iii) 1,276,958.332 122,220 shares of Series A Preferred Stock issued and outstanding, each share of which is convertible into 95.238096 shares of Target Common Stock, 89,200 shares of Series B Preferred Stock issued and outstanding, each share of which is convertible into 25 shares of Target Common Stock, 200,000 shares of Series C Preferred Stock issued and outstanding, each share of which is convertible into 10 shares of Target Common Stock, and 732,158 shares of Series D Preferred Stock issued and outstanding, each share of which is convertible into 10 shares of Target Common Stock, all of which are validly issued, fully paid and nonassessable, and each share of which is convertible into 1.2 shares of Target Common Stock, ; (iii) warrants to purchase up to 632,610.671 shares of Target Common Stock (collectively, the "TARGET WARRANTS"); (iv) 1,532,349.998 23,191,580 shares of Target Common Stock reserved for future issuance upon conversion of the Target Preferred Stock; (iv) warrants to purchase an aggregate of 2,520,894 shares of Target Common Stock, 2,793 shares of Series A Preferred Stock, and 1,464 shares of Series D Preferred Stock; and (v) 774,952 2,049,015 shares of Target Common Stock reserved for future issuance pursuant to Target Options granted and outstanding as of the date of this Agreement under the Target 1998 Amended and Restated Stock Option Plan (the "Target Stock Option Plan; and (vi) 225,048 shares of Target Common Stock reserved for issuance upon exercise of options available to be granted in the future under the Target Option Plan"). The issued and outstanding shares of Target Common Stock and of Target Preferred Stock are held of record by the shareholders stockholders of Target as set forth and identified in the shareholder list attached as on Schedule 3.2(a) to of the Target Disclosure Schedule. The issued and outstanding Target Options are held of record by the option holders as identified on, in the amounts, with exercise prices and subject to the vesting schedules set forth and identified in on, Schedule 3.2(a) of the option holder list provided to Acquiror or its representativesTarget Disclosure Schedule. The issued and outstanding Target Warrants are held of record by the warrantholders warrant holders as set forth and identified in on Schedule 3.2(a) of the warrantholder list provided to Acquiror or its representativesTarget Disclosure Schedule. All shares of Target Common Stock and Target Preferred Stock subject to issuance as specified above, upon issuance on the terms and conditions (including payment) specified in the instruments pursuant to which they are issuable, shall be duly authorized, validly issued, fully paid and nonassessable. All shares of Target Common Stock subject to issuance upon the exercise of Target Options and Target Warrants, upon issuance on the terms and conditions (including payment) specified in the instrument pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. All outstanding shares of Target Common Stock, Target Preferred Stock and outstanding Target Options and Target Warrants (collectively "TARGET SECURITIESTarget Securities") were issued in compliance with applicable federal and state securities laws. Except as set forth The Target Stock Option Plan has been duly qualified in the state of Washington and such other states where a holder of a Target Disclosure Schedule, there Option resides. There are no obligations, contingent or otherwise, of Target to repurchase, redeem or otherwise acquire any shares of Target Common Stock or Target Preferred Stock or make any investment (in the form of a loan, capital contribution or otherwise) in any other entity. An updated Schedule 3.2(a) reflecting changes permitted by this Agreement in the capitalization of Target between the date hereof and the Effective Time shall be delivered by Target to Acquiror on the Closing Date.

Target Capital Structure. (a) The authorized capital stock of Target consists of 8,950,000 Twenty Million (20,000,000) shares of Target Common Stock, 50,000 shares of Class B Common Stock, $0.01 par value per share Stock and Eight Million Six Hundred Thousand ("TARGET CLASS B COMMON STOCK"), and 2,000,000 8,600,000) shares of Preferred Stock, of which 1,500,000 3,600,000 shares are designated as Series A Cumulative Convertible Preferred Stock and 5,000,000 shares are designated as Series B Preferred Stock. As of the date of this Agreement, there are (i) 4,241,883 5,772,133 shares of Target Common Stock issued and outstanding, all of which are validly issued, fully paid and nonassessable and none 4,078,625 of which are subject to repurchase rightsrights pursuant to agreements or arrangements between the holder thereof and Target, (ii) no shares of Target Class B Common Stock issued or outstanding, (iii) 1,276,958.332 3,600,000 shares of Series A Preferred Stock issued and outstanding, all of which are validly issued, fully paid and nonassessable, and each share of which is convertible into 1.2 shares one share of Target Common Stock, (iii) warrants to purchase up to 632,610.671 5,000,000 shares of Series B Preferred Stock issued and outstanding, all of which are validly issued, fully paid and nonassessable, and each share of which is convertible into one share of Target Common Stock (collectively, the "TARGET WARRANTS")iv) Target Warrants to purchase up to 1,000,000 shares of Series B Preferred Stock; (ivv) 1,532,349.998 Target Options to purchase up to 158,117 shares of Target Common Stock, of which 105,417 have not fully vested; (vi) 8,600,000 shares of Target Common Stock reserved for future issuance upon conversion of the Target Preferred Stock; (v) 774,952 shares of Target Common Stock reserved for future issuance pursuant to Target Options granted and outstanding under the Target Option Plan; and (vivii) 225,048 303,000 shares of Target Common Stock reserved for issuance upon exercise of options available to be granted in the future under the Target Option Plan. The issued and outstanding shares of Target Common Stock and of Target Preferred Stock are held of record by the shareholders stockholders of Target as set forth and identified in the shareholder list attached as on Schedule 3.2(a) to of the Target Disclosure Schedule. The issued and outstanding Target Options are held of record by the option holders as identified on, in the amounts and subject to the vesting schedules set forth and identified in on, Schedule 3.2(a) of the option holder list provided to Acquiror or its representativesTarget Disclosure Schedule. The issued and outstanding Target Warrants are held of record by the warrantholders as set forth and identified in on Schedule 3.2(a) of the warrantholder list provided to Acquiror or its representatives. All shares of Target Common Stock and Target Preferred Stock subject to issuance as specified above, upon issuance on the terms and conditions (including payment) specified in the instruments pursuant to which they are issuable, shall be duly authorized, validly issued, fully paid and nonassessableDisclosure Schedule. All shares of Target Common Stock subject to issuance upon the exercise of Target Options and Target Warrants, upon issuance on the terms and conditions (including payment) specified in the instrument pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. All outstanding shares of Target Common Stock, Target Preferred Stock and outstanding Target Options and Target Warrants (collectively "TARGET SECURITIES") were issued in compliance with applicable federal and state securities laws. Except as set forth in the Target Disclosure Schedule, there are no obligations, contingent or otherwise, of Target to repurchase, redeem or otherwise acquire any shares of Target Common Stock or Target Preferred Stock or make any investment (in the form of a loan, capital contribution or otherwise) in any other entity. An updated Schedule 3.2(a) reflecting changes permitted by this Agreement in the capitalization of Target between the date hereof and the Effective Time shall be delivered by Target to Acquiror HearMe on the Closing Date.

Target Capital Structure. (a) The authorized capital stock of Target consists of 8,950,000 20,000,000 shares of Target Common Stock, 50,000 shares of Class B Common Stock, $0.01 par value per share ("TARGET CLASS B COMMON STOCK"), Stock and 2,000,000 10,000,000 shares of Preferred Stock, $0.001 par value (the “Target Preferred Stock), of which 1,500,000 7,500,000 shares are designated as Series A Cumulative Convertible Preferred Stock. As of the date of this Agreement, there are are: (i) 4,241,883 7,060,000 shares of Target Common Stock issued and outstanding, all of which are validly issued, fully paid and nonassessable and none 3,808,441 of which are subject to repurchase rights, rights under the Target Stock Plan or related agreements as described in the Target Disclosure Schedule; (ii) no shares of Target Class B Common Stock issued or outstanding, (iii) 1,276,958.332 6,622,698 shares of Series A Preferred Stock issued and outstanding, all of which are validly issued, fully paid and nonassessable, and each share all of which is are convertible into 1.2 Target Common Stock on a one share for one share basis; (iii) 450,000 shares of Target Common Series A Stock reserved for future issuance upon exercise of warrants to purchase Series A Stock, (iii) warrants to purchase up to 632,610.671 shares of Target Common Stock (collectively, the "TARGET WARRANTS"); (iv) 1,532,349.998 10,000,000 shares of Target Common Stock reserved for future issuance upon conversion of the Target Preferred Stock; (v) 774,952 820,000 shares of Target Common Stock reserved for future issuance pursuant to Target Options granted and outstanding under the Target Option Stock Plan; and (vi) 225,048 3,080,000 shares of Target Common Stock available and reserved for issuance upon exercise of options available or pursuant to awards to be granted in the future under the Target Option Stock Plan. The As of the date hereof, the issued and outstanding shares of Target Common Stock and of Target Preferred Stock are held of record by the shareholders stockholders of Target as set forth and identified in the shareholder stockholder list attached as Schedule 3.2(a3.3(a) to the Target Disclosure Schedule. The Prior to the Effective Time, all outstanding shares of Target Preferred Stock shall have converted into Target Common Stock. As of the date hereof, the issued and outstanding Target Options are held of record by the option holders as set forth and identified in the option holder list provided to Acquiror or its representativeson Schedule 3.3(a). The issued and outstanding warrants to acquire Target Warrants Common Stock and Target Preferred Stock are held of record by the warrantholders as set forth and identified in on Schedule 3.3(a) (the warrantholder list provided to Acquiror or its representatives“Target Warrants”). All shares of Target Common Stock and Target Preferred Stock subject to issuance as specified above, upon issuance on the terms and conditions (including payment) specified in the instruments pursuant to which they are issuable, shall be duly authorized, validly issued, fully paid and nonassessable. All shares of Target Common Stock subject to issuance issuable upon the exercise of Target Options and Target WarrantsOptions, upon issuance on the terms and conditions (including payment) specified in the instrument pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. Except as otherwise set forth in Schedule 3.3(a), none of the issued and outstanding shares of Target Common Stock are subject to contractual rights to repurchase upon the termination of the employment or consulting services of the holder thereof with Target or its affiliates. All outstanding shares of Target Common Stock, Stock and Target Preferred Stock and outstanding Target Options and Target Warrants (collectively "TARGET SECURITIES"“Target Securities”) were issued in compliance with applicable federal and state securities laws. Except as set forth in the Target Disclosure Schedule, there There are no obligations, contingent or otherwise, of Target to repurchase, redeem or otherwise acquire any shares of Target Common Stock or Target Preferred Stock or make any investment (in the form of a loan, capital contribution or otherwise) in any other entity. An updated Schedule 3.2(a3.3(a) reflecting changes changes, if any, permitted by this Agreement in the capitalization of Target between the date hereof and the Effective Time shall be delivered by Target to Acquiror on the Closing Date.

Target Capital Structure. (a) The authorized capital stock of Target consists of 8,950,000 50,000,000 shares of Target Common Stock, 50,000 24,000,000 shares of Class B Target non-voting Common Stock, $0.01 par value per share ("TARGET CLASS B COMMON STOCK"), Stock and 2,000,000 10,000,000 shares of Target Preferred Stock, of which 1,500,000 250,000 shares are designated as Series A Cumulative Convertible Preferred Stock, 450,000 shares are designated as Series B Preferred Stock, 2,000,000 shares are designated as Series C Preferred Stock, 2,200,000 shares are designated as Series D Preferred Stock, 4,400,000 shares are designated as Series E Preferred Stock and 325,000 shares are designated as Series F Preferred Stock. As of the date of this Agreement, there are are: (i) 4,241,883 942,032 shares of Target Common Stock issued and outstanding, all of which are validly issued, fully paid and nonassessable and none 37,266 of which are subject to repurchase rights, (ii) rights under the Target Stock Plan or related agreements as described in the Target Disclosure Schedule; no shares of Target Class B non-voting Common Stock issued or outstanding, ; (iiiii) 1,276,958.332 250,000 shares of Series A Preferred Stock issued and outstanding, 333,331 shares of Series B Preferred Stock issued and outstanding, 1,502,236 shares of Series C Preferred Stock issued and outstanding, 1,540,449 shares of Series D Preferred Stock issued and outstanding, 855,566 shares of Series E Preferred Stock issued and outstanding, and 40,322 shares of Series F Preferred Stock issued and outstanding, all of which are validly issued, fully paid and nonassessable, and each share all of which is are convertible into 1.2 shares of Target Common Stock, Stock on a one share for one share basis; (iii) warrants to purchase up to 632,610.671 shares of Target Common Stock (collectively, the "TARGET WARRANTS"); (iv) 1,532,349.998 4,408,360 shares of Target Common Stock reserved for future issuance upon conversion of the Target Preferred Stock; (viv) 774,952 412,249 shares of Target Common Stock reserved for future issuance pursuant to Target Options granted and outstanding under the Target Option Stock Plan; and (viv) 225,048 92,500 shares of Target Common Stock reserved for future issuance pursuant to Target Options granted and outstanding outside of the Target Stock Plan and (vi) 265,802 shares of Target Common Stock available and reserved for issuance upon exercise of options available or pursuant to awards to be granted in the future under the Target Option Stock Plan. The issued and outstanding shares of Target Common Stock and of Target Preferred Stock are held of record by the shareholders stockholders of Target as set forth and identified in the shareholder stockholder list attached as Schedule 3.2(a) to the Target Disclosure Schedule. The issued and outstanding Target Options are held of record by the option holders as set forth and identified in the option holder list provided to Acquiror or its representativeson Schedule 3.2(a). The issued and outstanding warrants to acquire Target Warrants Common Stock and Target Preferred Stock are held of record by the warrantholders warrantholder as set forth and identified in on Schedule 3.2(a) (the warrantholder list provided to Acquiror or its representatives“Target Warrants”). All shares of Target Common Stock and Target Preferred Stock subject to issuance as specified above, upon issuance on the terms and conditions (including payment) specified in the instruments pursuant to which they are issuable, shall be duly authorized, validly issued, fully paid and nonassessable. All shares of Target Common Stock subject to issuance issuable upon the exercise of Target Options and Target WarrantsOptions, upon issuance on the terms and conditions (including payment) specified in the instrument pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. Except as otherwise set forth in Schedule 3.2(a), none of the issued and outstanding shares of Target Common Stock are subject to contractual rights to repurchase upon the termination of the employment or consulting services of the holder thereof with Target or its affiliates. All outstanding shares of Target Common Stock, Stock and Target Preferred Stock and outstanding Target Options and Target Warrants (collectively "TARGET SECURITIES"“Target Securities”) were issued in compliance with applicable federal and state securities laws. Except as set forth for the redemption rights of the Target Preferred Stock provided for in the Target Disclosure ScheduleCertificate of Incorporation, there are no obligations, contingent or otherwise, of Target to repurchase, redeem or otherwise acquire any shares of Target Common Stock or Target Preferred Stock or make any investment (in the form of a loan, capital contribution or otherwise) in any other entity. An updated Schedule 3.2(a) reflecting changes changes, if any, permitted by this Agreement in the capitalization of Target between the date hereof and the Effective Time shall be delivered by Target to Acquiror on the Closing Date.