Common use of Capitalization of Company Clause in Contracts

Capitalization of Company. The authorized capital stock of the Company consists of 70,000,000 shares of Company Common Stock and 2,500,000 shares of Class A Preferred Stock, and the Company has no authority to issue any other capital stock. There are 25,524,467 shares of Company Common Stock issued and outstanding and 982,884 shares of Class A Preferred Stock issued and outstanding, and such shares are duly authorized, validly issued, fully paid and nonassessable, and none of such shares have been issued in violation of the preemptive rights of any person. After the conversion into shares of Company Common Stock of the outstanding shares of Class A Preferred Stock, the outstanding balance owed under the Series 2 Notes and substantially all of the indebtedness outstanding under the Series 1 Notes, and in the case of the Series 1 and Series 2 Notes, accrued interest as applicable, the Company has approximately 36,271,014 shares of Company Common Stock outstanding. As of the Effective Time, there is not more than $270,000 in aggregate principal amount of indebtedness, plus approximately $23,465 of accrued interest thereon, under the Series 1 Notes outstanding. Except as disclosed on Schedule 2.3, the offer, issuance and sale of such shares of Company Stock were (a) exempt from the registration requirements of the Securities Act, (b) registered or qualified (or were exempt from registration or qualification) under the registration or qualification requirements of all applicable state securities laws and (c) accomplished in conformity with all other applicable securities laws. Except as disclosed in Schedule 2.3, none of such shares of Company Stock are subject to a right of withdrawal or a right of rescission under any federal or state securities or blue sky law. Except as disclosed in Schedule 2.5, the Company has no outstanding options, rights or commitments to issue Company Stock or other Equity Securities of the Company, and there are no outstanding securities convertible or exercisable into or exchangeable for Company Stock or other Equity Securities of the Company. The Company has received written waivers executed by each of the holders of Class A Preferred Stock providing for the waiver of payment of any and all accrued but unpaid dividends under the terms of the Class A Preferred Stock.

Capitalization of Company. The As of the date hereof, the authorized capital stock of the Company consists of 70,000,000 900,000,000 shares of Company Common Stock and 2,500,000 100,000,000 shares of Class Company Preferred Stock, 1,000,000 shares of which are designated as Series A Super Voting Preferred Stock, and 20,000,000 of which are designated as Series B Preferred Stock. Immediately prior to the Effective Time, there shall be 37,197,199 shares of Company Common Stock, par value $0.00001, issued and outstanding, 3,000,000 shares of Series A Super Voting Preferred Stock, and 20,000,000 shares of Series B Preferred Stock issued and outstanding. Other than as provided in Article II of this Agreement in connection with securities to be issued or to become issuable in connection with or as a result of this Agreement and the transactions contemplated by this Agreement, the Company has no authority outstanding options, warrants, rights or commitments to issue any other capital stock. There are 25,524,467 shares of Company Common Stock issued or any capital stock or other securities of the Company, and there are no outstanding and 982,884 securities convertible or exercisable into or exchangeable for shares of Class A Preferred Company Common Stock or any capital stock or other securities of the Company. There is no voting trust, agreement or arrangement among any of the beneficial holders of Company Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Company Common Stock. There are no registration rights or similar rights applicable to any shares of Company Common Stock or any capital stock or other securities of the Company. All outstanding shares of the capital stock of the Company are validly issued and outstanding, and such shares are duly authorized, validly issued, fully paid and nonassessablenon-assessable, and none of such shares have been issued in violation of the preemptive rights of any person. After All of the conversion into shares of Company Common Stock of the issued and outstanding shares of Class A Preferred Stock, the outstanding balance owed under the Series 2 Notes and substantially all of the indebtedness outstanding under the Series 1 Notes, and in the case of the Series 1 and Series 2 Notes, accrued interest as applicable, the Company has approximately 36,271,014 shares of Company Common Stock outstanding. As of immediately prior to the Effective Time, there is not more than $270,000 Time have been issued in aggregate principal amount of indebtedness, plus approximately $23,465 of accrued interest thereon, under the Series 1 Notes outstanding. Except as disclosed on Schedule 2.3, the offer, issuance and sale of such shares of Company Stock were (a) exempt from the registration requirements of compliance with the Securities Act, (b) registered or qualified (or were exempt from registration or qualification) under the registration or qualification requirements of all Act and applicable state securities laws and (ci) accomplished pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in conformity with all other applicable securities laws. Except as disclosed in Schedule 2.3, none of such shares of Company Stock are subject to a right of withdrawal reliance on valid exemptions from registration or a right of rescission under any federal or state securities or blue sky law. Except as disclosed in Schedule 2.5, the Company has no outstanding options, rights or commitments to issue Company Stock or other Equity Securities of the Company, and there are no outstanding securities convertible or exercisable into or exchangeable for Company Stock or other Equity Securities of the Company. The Company has received written waivers executed by each of the holders of Class A Preferred Stock providing for the waiver of payment of any and all accrued but unpaid dividends under the terms of the Class A Preferred Stockqualification thereunder.