CAPITAL STOCK OF COMET. As of the date hereof, the authorized capital stock of Comet consists of 50,000,000 shares of Common Stock, par value $.001, of which 12,123,837 shares are issued and outstanding; and 10,000,000 shares of preferred stock of $.01 par value are authorized, none of which are issued and outstanding. As of the date of this Agreement, and except as set forth in Schedule 2.2 attached hereto, there are no outstanding options, warrants or other rights to subscribe for or purchase from Comet any capital stock of Comet or securities convertible into or exchangeable for capital stock of Comet. Such issued shares of Comet are duly authorized, validly issued, fully paid and non-assessable, and have not been issued in violation of any preemptive rights. Comet has only one wholly-owned subsidiary (Subsidiary), and does not own stock or equity of any other corporation.