Common use of Capitalization of Target Clause in Contracts

Capitalization of Target. Target has an authorized capitalization consisting of (x) 215,000 shares of Target Common Stock of which 147,177.19 shares of Target Common Stock are issued and outstanding, 34,787 shares of Target Common Stock are reserved for issuance and none of which are held in Target’s treasury and (y) 20,000 shares of preferred stock, par value $0.01 per share, none of which are outstanding; provided, that the share numbers set forth in the foregoing clause (x)do not take into account any issuances of capital stock of Target after the date hereof upon the exercise of any options outstanding on the date hereof. All such outstanding shares of capital stock have been duly authorized and validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive rights. Except as described above, no shares of capital stock of Target are authorized, issued, outstanding or reserved for issuance. Except as set forth on Section 4.4 of the Target Disclosure Letter, there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of, or other equity or voting interest in, Target, pursuant to which Target or any of its Subsidiaries is or may become obligated to issue, deliver or sell or cause to be issued, delivered or sold, shares of Target Common Stock, any other shares of the capital stock of or other equity or voting interest in, Target or any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire, any shares of the capital stock of or other equity or voting interest in, Target. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock of, or other equity or voting interest in, Target. Neither Target nor any of its Subsidiaries has any authorized or outstanding bonds, debentures, notes or other Indebtedness the holders of which have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) with the Target Stockholders on any matter. Except as set forth on Section 4.4 of the Target Disclosure Letter, there are no Contracts to which Target or any of its Subsidiaries is a party or by which they are bound to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interest in, Target or any other Person or (ii) vote or dispose of any shares of capital stock of, or other equity or voting interest in, Target. Except as set forth on Section 4.4 of the Target Disclosure Letter, there are no irrevocable proxies and no voting agreements with respect to any membership interests of, or other equity or voting interest in, Target.

Capitalization of Target. As of the Agreement Date, the authorized capital stock of Target has an authorized capitalization consisting consists of (xi) 215,000 32,000,000 shares of Target Common Stock Stock, par value $.0001, of which 147,177.19 26,821,983 shares are issued and outstanding, and (ii) 22,000,000 shares of preferred stock, none of which shares are issued and outstanding (the “Target Preferred Stock”. Target has not authorized nor issued any other capital stock. All outstanding shares of Target Common Stock are issued and outstandingduly authorized, 34,787 shares of Target Common Stock are reserved for issuance and none of which are held in Target’s treasury and (y) 20,000 shares of preferred stock, par value $0.01 per share, none of which are outstanding; provided, that the share numbers set forth in the foregoing clause (x)do not take into account any issuances of capital stock of Target after the date hereof upon the exercise of any options outstanding on the date hereof. All such outstanding shares of capital stock have been duly authorized and validly issued, are fully paid and nonassessable non-assessable and were not issued in violation are free of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rightsrights or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws of Target or any agreement to which Target is a party or by which it is bound. As of the Agreement Date, all of the options previously issued under the Target’s 2008 Equity Incentive Plan have expired. As of the Agreement Date, Target has issued a warrants for 175,000 shares of its Target Series A Preferred Stock to the NJEDA, which warrant shall expire by its terms as of the Closing. Except as described above, no shares of capital stock of Target are authorized, issued, outstanding or reserved for issuance. Except as set forth on Section 4.4 of the Target Disclosure Letterrights created pursuant to this Agreement, there are no outstanding or authorized other options, warrants, restricted stock awards, calls, rights, subscriptions, claims commitments or agreements of any character, agreements, obligations, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of, or other equity or voting interest in, Target, pursuant character to which Target is a party or any of its Subsidiaries by which it is or may become obligated bound, obligating Target to issue, deliver deliver, sell, repurchase or sell redeem or cause to be issued, delivered or delivered, sold, repurchased or redeemed, any shares of Target Common StockStock or obligating Target to grant, any other shares of extend, accelerate the capital stock of or other equity or voting interest investing of, Target or any securities convertible into, exchangeable forchange the price of, or evidencing the right to subscribe for otherwise amend or acquireenter into any such option, any shares of the capital stock of warrant, call, right, commitment or other equity or voting interest in, Targetagreement. There are no outstanding other contracts, commitments or authorized stock appreciationagreements relating to voting, phantom stock, profit participation purchase or similar rights with respect to the capital stock of, sale of Target Common Stock (a) between or other equity or voting interest in, Target. Neither among Target nor and any of its Subsidiaries has any authorized stockholders; and (b) between or outstanding bonds, debentures, notes or other Indebtedness the holders of which have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) with the Target Stockholders on any matter. Except as set forth on Section 4.4 of the Target Disclosure Letter, there are no Contracts to which Target or among any of its Subsidiaries is a party or by which they are bound to (i) repurchase, redeem or otherwise acquire any Target Stockholders. All shares of capital stock of, or other equity or voting interest in, outstanding Target or any other Person or (ii) vote or dispose of any shares of capital stock of, or other equity or voting interest in, Target. Except as set forth on Section 4.4 of the Common Stock and rights to acquire Target Disclosure Letter, there are no irrevocable proxies Common Stock were issued in compliance with all applicable federal and no voting agreements with respect to any membership interests of, or other equity or voting interest in, Targetstate securities laws.

Capitalization of Target. The authorized stock of Target has an authorized capitalization consisting consists of (x) 215,000 ------------------------ 2,500,000 shares of Target Common Stock of which 147,177.19 shares of Target Common Stock are issued and outstanding, 34,787 shares of Target Common Stock are reserved for issuance and none of which are held in Target’s treasury and (y) 20,000 shares of preferred common stock, par value $0.01 .01 per share, none . As of which are outstanding; provided, that the share numbers set forth in the foregoing clause (x)do not take into account any issuances of capital stock of Target after the date hereof upon the exercise of any options outstanding on the date hereof, 1,000,000 shares of common stock were validly issued and outstanding, fully paid and nonassessable, and there have been no changes in such numbers of shares. All such outstanding shares of capital stock the Individual Shares (as defined in Section 3.1) have been duly authorized and validly issued, issued and are fully paid and nonassessable non-assessable, and were not issued in violation constitute all of any preemptive rights. Except as described above, no the shares of capital stock, or any securities exchangeable, convertible or exercisable into, capital stock of Target are authorizedTarget, other than the Options. All share of common stock issuable upon the exercise of the Options, when issued, outstanding or reserved for issuancewill have been duly authorized and validly issued and will be fully paid and non-assessable. Except as set forth on Section 4.4 As of the Target Disclosure Letterdate of this Agreement, there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of, or other equity or voting interest in, Target, pursuant to which Target or any of its Subsidiaries is or may become obligated to issue, deliver or sell or cause to be issued, delivered or sold, shares of Target Common Stock, any other shares of the capital stock of or other equity or voting interest in, Target or any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire, any shares of the capital stock of or other equity or voting interest in, Target. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock of, or other equity or voting interest in, Target. Neither Target nor any of its Subsidiaries has any authorized or outstanding bonds, debentures, notes or other Indebtedness the holders of which have indebtedness issued or outstanding having the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) with the Target Stockholders on any mattermatters on which Target stockholders may vote. Except Schedule 2.11 sets forth a true and complete list of all outstanding options that were issued by Target through the date of this Agreement. As of the date of this Agreement, except as set forth on Section 4.4 of the Target Disclosure LetterSchedule 2.11, there are no Contracts not now, and at the Closing Date there will not be any, options, warrants, calls, convertible securities or other rights, agreements or commitments presently outstanding obligating Target to which Target issue, deliver or any sell shares of its Subsidiaries is a party stock or by which they are bound debt securities, or obligating Target to (i) repurchasegrant, redeem extend or otherwise acquire enter into any such option, warrant, call or other such right, agreement or commitment, and, there have been no changes in such numbers through the date of this Agreement. After the Closing Date, there will be no obligation to issue, transfer or sell any shares of capital stock of, or other equity or voting interest in, of Target or any other Person or (ii) vote or dispose of any shares of capital stock of, or other equity or voting interest in, Target. Except as set forth on Section 4.4 of the Target Disclosure Letter, there are no irrevocable proxies and no voting agreements with respect pursuant to any membership interests of, or other equity or voting interest in, TargetTarget Employee Benefit Plan (as defined in Section 2.15(a)).