Common use of Capital Stock and Related Matters Clause in Contracts

Capital Stock and Related Matters. The Charter of the Company authorize the Company to issue 5,000,000 shares of common stock, par value $0.01 per share and 200,000 shares of serial preferred stock, par value $0.01 per share. As of the date of this Agreement, there are 2,956,854 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors and 302,800 shares that may be issued upon conversion of the Company’s 8.0% Convertible Senior Debentures Due 2029.

Capital Stock and Related Matters. The Charter Articles of the Company authorize the Company to issue 5,000,000 up to (i) 20,000,000 shares of common stock, $1.25 par value $0.01 per share and 200,000 share, (ii) 10,000,000 shares of serial preferred stock, no par value $0.01 per share. As of the date of this AgreementSeptember 1, 2021, there are 2,956,854 were 6,959,134 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors and 302,800 shares that may be issued upon conversion of the Company’s 8.0% Convertible Senior Debentures Due 2029Directors.

Capital Stock and Related Matters. The Charter of the Company authorize authorizes the Company to issue 5,000,000 12,000,000 shares of common stock, $0.10 par value $0.01 per share share, and 200,000 1,000,000 shares of serial preferred stock, par value $0.01 per share. As of the date of this Agreement, there are 2,956,854 8,513,414 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. There Except as disclosed on Schedule 4.1.2 attached hereto, there are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors and 302,800 shares that may be issued upon conversion of the Company’s 8.0% Convertible Senior Debentures Due 2029Directors.

Capital Stock and Related Matters. The Charter of the Company authorize authorizes the Company to issue 5,000,000 150,000,000 shares of common stock, par value $0.01 per share share, and 200,000 25,000,000 shares of serial preferred stock, par value $0.01 per share. As of the date of this Agreement, there are 2,956,854 48,896,454 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans or employee stock ownership plan duly adopted by the Company’s Board of Directors and 302,800 shares that may be issued upon conversion of the Company’s 8.0% Convertible Senior Debentures Due 2029Directors.

Capital Stock and Related Matters. The Charter of the Company authorize authorizes the Company to issue 5,000,000 50,000,000 shares of common stock, $0.01 par value $0.01 per share share, and 200,000 1,000,000 shares of serial preferred stock, $0.01 par value $0.01 per share. As of the date of this AgreementMarch 10, 2022, there are 2,956,854 were 13,442,782 shares of the Company’s common stock issued and outstanding outstanding, and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors and 302,800 shares that may be issued upon conversion of the Company’s 8.0% Convertible Senior Debentures Due 2029Directors.

Capital Stock and Related Matters. The Charter of the Company authorize authorizes the Company to issue 5,000,000 50,000,000 shares, consisting of 40,000,000 shares of common stock, par value $0.01 per share par value, and 200,000 10,000,000 shares of serial preferred stock, par value $0.01 per sharepar value. As of the date of this Agreement, there are 2,956,854 2,595,289 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors and 302,800 shares that may be issued upon conversion of or as otherwise disclosed in the Company’s 8.0% Convertible Senior Debentures Due 2029.Reports. 4.2

Capital Stock and Related Matters. The Charter of the Company authorize authorizes the Company to issue 5,000,000 50,000,000 shares of common stock, $0.01 par value $0.01 per share share, and 200,000 1,000,000 shares of serial preferred stock, $0.01 par value $0.01 per share. As of the date of this AgreementJuly 19, 2021, there are 2,956,854 25,113,322 shares of the Company’s common stock issued and outstanding outstanding, and no 45,000 shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors and 302,800 shares that may be issued upon conversion of the Company’s 8.0% Convertible Senior Debentures Due 2029Directors.

Capital Stock and Related Matters. The Charter of the Company authorize authorizes the Company to issue 5,000,000 500,000,000 shares of common stock, no par value $0.01 per share value, and 200,000 shares of serial series preferred stock, no par value $0.01 per sharevalue. As of the date of this Agreement, there are 2,956,854 21,890,953 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors and 302,800 shares that may be issued upon conversion of or as otherwise disclosed in the Company’s 8.0% Convertible Senior Debentures Due 2029Reports.

Capital Stock and Related Matters. The Charter Articles of the Incorporation of Company authorize the Company to issue 5,000,000 9,000,000 shares of common stock, par value $0.01 per share and 200,000 1,000,000 shares of serial preferred stock, par value $0.01 per share. As of the date of this Agreement, there are 2,956,854 1,975,717 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessablenonassessable. There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors and 302,800 shares that may be issued upon conversion of the Company’s 8.0% Convertible Senior Debentures Due 2029Directors.

Capital Stock and Related Matters. The Charter of the Company authorize authorizes the Company to issue 5,000,000 20,000,000 shares of common stock, par value $$ 0.01 per share share, and 200,000 1,000,000 shares of serial preferred stock, par value $$ 0.01 per share. As of the date of this Agreement, there are 2,956,854 7,169,826 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans or employee stock ownership plan duly adopted by the Company’s Board of Directors and 302,800 shares that may be issued upon conversion of the Company’s 8.0% Convertible Senior Debentures Due 2029Directors.

Capital Stock and Related Matters. The Charter Articles of Incorporation of the Company authorize authorizes the Company to issue 5,000,000 (i) 185,000,000 shares of common stock, no par value $0.01 per share (“Common Stock”) and 200,000 (ii) 1,000,000 shares of serial preferred stock, par value $0.01 per sharestock (“Preferred Stock”). As of the date of this AgreementSeptember 30, there are 2,956,854 2020, 28,179,798 shares of the Company’s common stock issued and outstanding Common Stock, and no shares of the Company’s preferred stock Preferred Stock are issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. There Other than pursuant to the Company’s equity incentive plans duly adopted by the Company’s board of directors, there are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors and 302,800 shares that may be issued upon conversion of the Company’s 8.0% Convertible Senior Debentures Due 2029.

Capital Stock and Related Matters. The Charter of the Company authorize authorizes the Company to issue 5,000,000 100,000,000 shares of common stock, par value $0.01 per share stock and 200,000 no shares of serial preferred stock, par value $0.01 per share. As of the date of this Agreement, there are 2,956,854 3,978,319 shares of the Company’s common stock issued and 3,904,578 shares of the Company’s common stock outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors and 302,800 shares that may be issued upon conversion of the Company’s 8.0% Convertible Senior Debentures Due 2029Directors.

Capital Stock and Related Matters. The Charter of the Company authorize authorizes the Company to issue 5,000,000 300,000,000 shares of common stock, no par value $0.01 per share (“Common Stock”), and 200,000 25,000,000 shares of serial preferred stock, no par value $0.01 per share(“Preferred Stock”). As of the date of this Agreement, there are 2,956,854 12,954,863 shares of the Company’s common stock Common Stock issued and outstanding and no shares of the Company’s preferred stock Preferred Stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors and 302,800 shares that may be issued upon conversion of the Company’s 8.0% Convertible Senior Debentures Due 2029Directors.

Capital Stock and Related Matters. The Charter of the Company authorize authorizes the Company to issue 5,000,000 25,000,000 shares of common stock, par value $0.01 per share share, and 200,000 5,000,000 shares of serial preferred stock, no par value $0.01 per share. As of the date of this Agreement, there are 2,956,854 9,826,435 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company Company, except pursuant to the Company’s equity incentive plans and warrants issued to the Company’s initial organizers, all of which has been duly adopted by the Company’s Board of Directors and 302,800 shares that may be issued upon conversion of the Company’s 8.0% Convertible Senior Debentures Due 2029Directors.

Capital Stock and Related Matters. The Charter of the Company authorize authorizes the Company to issue 5,000,000 100,000,000 shares of common stock, $0.01 par value $0.01 per share and 200,000 25,000,000 shares of serial preferred stock, par value $0.01 per sharepar value. As of the date of this Agreement, there are 2,956,854 14,623,659 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors and 302,800 shares that may be issued upon conversion of the Company’s 8.0% Convertible Senior Debentures Due 2029Directors.

Capital Stock and Related Matters. The Charter Articles of the Incorporation of Company authorize the Company to issue 5,000,000 10,000,000 shares of common stock, no par value $0.01 per share and 200,000 shares of serial preferred stock, no par value $0.01 per sharevalue. As of the date of this Agreement, there are 2,956,854 7,202,665 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessablenonassessable. There Except as set forth on Schedule 4.1.2, there are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors and 302,800 shares that may be issued upon conversion of the Company’s 8.0% Convertible Senior Debentures Due 2029Directors.

Capital Stock and Related Matters. The Charter of the Company authorize authorizes the Company to issue 5,000,000 50,000,000 shares of common stock, par value $0.01 per share par value, and 200,000 1,000,000 shares of serial preferred stock, par value $0.01 per sharepar value. As of the date of this Agreement, there are 2,956,854 13,680,974 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. There Except as disclosed on Schedule 4.1.2 attached hereto, there are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors and 302,800 shares that may be issued upon conversion of the Company’s 8.0% Convertible Senior Debentures Due 2029Directors.

Capital Stock and Related Matters. The Charter of the Company authorize authorizes the Company to issue 5,000,000 40,000,000 shares of common stock, par value $0.01 1.00 per share share, and 200,000 5,000,000 shares of serial preferred stock, no par value $0.01 per share. As of the date of this Agreement, there are 2,956,854 10,310,212 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans or employee stock ownership plan duly adopted by the Company’s Board of Directors and 302,800 shares that may be issued upon conversion of the Company’s 8.0% Convertible Senior Debentures Due 2029Directors.

Capital Stock and Related Matters. The Charter Articles of the Incorporation of Company authorize the authorizes Company to issue 5,000,000 30,000,000 shares of common stock, $0.01 par value $0.01 per share and 200,000 1,000,000 shares of serial preferred stock, par value $0.01 per sharepar value. As of the date of this Agreement, there are 2,956,854 10,536,544 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. There Except as set forth on Schedule 4.1.2, there are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors and 302,800 shares that may be issued upon conversion of the Company’s 8.0% Convertible Senior Debentures Due 2029.Directors. 4.2

Capital Stock and Related Matters. The Charter of the Company authorize authorizes the Company to issue 5,000,000 10,000,000 shares of common stock, par value $0.01 2.50 per share share, and 200,000 500,000 shares of serial preferred stock, par value $0.01 10.00 per share. share As of the date of this Agreement, there are 2,956,854 3,478,772 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans or employee stock ownership plan duly adopted by the Company’s Board of Directors and 302,800 shares that may be issued upon conversion of the Company’s 8.0% Convertible Senior Debentures Due 2029Directors.

Capital Stock and Related Matters. The Charter of the Company authorize authorizes the Company to issue 5,000,000 40,000,000 shares of common stock, par value $0.01 per share share, and 200,000 10,000,000 shares of serial preferred stock, $0.01 par value $0.01 per share. As of the date of this Agreement, there are 2,956,854 8,344,095 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans or employee stock ownership plan duly adopted by the Company’s Board of Directors and 302,800 shares that may be issued upon conversion of the Company’s 8.0% Convertible Senior Debentures Due 2029Directors.

Capital Stock and Related Matters. The Charter of the Company authorize authorizes the Company to issue 5,000,000 40,000,000 shares of common stock, $1.00 par value $0.01 per share value, and 200,000 10,000,000 shares of serial preferred stock, NO par value $0.01 per sharevalue. As of the date of this Agreement, there are 2,956,854 10,109,012 shares of the Company’s common stock issued and outstanding and no NO shares of the Company’s preferred stock issued and outstanding]. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors and 302,800 shares that may be issued upon conversion of the Company’s 8.0% Convertible Senior Debentures Due 2029Directors.

Capital Stock and Related Matters. The Charter of the Company authorize authorizes the Company to issue 5,000,000 300,000,000 shares of common stock, no par value $0.01 per share (“Common Stock”), and 200,000 25,000,000 shares of serial preferred stock, no par value $0.01 per share(“Preferred Stock”). As of the date of this Agreement, there are 2,956,854 12,010,787 shares of the Company’s common stock Common Stock issued and outstanding and no shares of the Company’s preferred stock Preferred Stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors and 302,800 shares that may be issued upon conversion of the Company’s 8.0% Convertible Senior Debentures Due 2029Directors.

Capital Stock and Related Matters. The Charter Articles of the Incorporation of Company authorize the authorizes Company to issue 5,000,000 30,000,000 shares of common stock, $0.01 par value $0.01 per share and 200,000 1,000,000 shares of serial preferred stock, par value $0.01 per sharepar value. As of the date of this Agreement, there are 2,956,854 11,150,695 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. There Except as set forth on Schedule 4.1.2, there are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors and 302,800 shares that may be issued upon conversion of the Company’s 8.0% Convertible Senior Debentures Due 2029.Directors. 4.2

Capital Stock and Related Matters. The Charter of the Company authorize authorizes the Company to issue 55,000,000 shares of capital stock, consisting of 50,000,000 shares of Common Stock, no par value per share, of which 17,352,104 are issued and outstanding as of the date hereof, and 5,000,000 shares of common stockPreferred Stock, par value $0.01 per share and 200,000 shares of serial preferred stock, par value $0.01 1.00 per share. As , none of which are issued and outstanding as of the date of this Agreement, there are 2,956,854 shares of the Company’s common stock issued and outstanding and no shares of the Company’s preferred stock issued and outstandinghereof. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s Board of Directors and 302,800 shares that may be issued upon conversion of the Company’s 8.0% Convertible Senior Debentures Due 2029Directors.