Capitalization of Wherify, Merger Sub, Wherify California and Wherify Canada Sample Clauses

Capitalization of Wherify, Merger Sub, Wherify California and Wherify Canada. (a) All shares of Wherify Series A Preferred Stock, Wherify Series B Preferred Stock and Wherify Common Stock are held by Wherify shareholders and were issued and outstanding prior to the Effective Time. The Wherify Series A Preferred Stock, Wherify Series B Preferred Stock and Wherify Common Stock issued and outstanding prior to the Effective Time are duly and validly authorized and issued, fully paid and non-assessable, and were not or will not be issued in violation of the pre-emptive rights. The Wherify Series A Preferred Stock, Wherify Series B Preferred Stock and Wherify Common Stock issued and outstanding prior to the consummation of the Merger were issued, and all secondary transfers of such shares permitted by Wherify were made, in compliance with all applicable law (including, without limitation, available exemptions from the securities offering registration requirements of federal and state law). Except as set forth in Section 7.2(a) of the Wherify Disclosure Schedule, no warrant, call, subscription, convertible security, or commitment of any kind obligating Wherify to issue any equity securities in Wherify exists. Wherify does not have any purchase plans. Except as set forth in Section 7.2 of the Wherify Disclosure Schedule, there is not any compensation plan applicable to any of the officers, directors, or employees of Wherify under which compensation accrued or payable is determined, in whole or in part, by reference to equity securities in Wherify. There are no agreements or commitments obligating Wherify to repurchase or otherwise acquire any equity securities in Wherify. Wherify has no rights of repurchase or redemption right or right of first refusal with respect to any equity securities in Wherify.