Common use of Organization and Capitalization Clause in Contracts

Organization and Capitalization. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The authorized capital stock of the Company consists of 17,750,000 shares of capital stock, comprised of 12,000,000 shares of Common Stock, of which 4,318,182 shares of Common Stock are issued and outstanding and 5,750,000 shares of Preferred Stock, of which (i) 627,630 shares are designated as Series A Preferred Stock, of which 388,065 shares are issued and outstanding, (ii) 1,372,370 shares are designated as Series B Preferred Stock, of which 1,372,370 shares are issued and outstanding, and (iii) 3,750,000 shares are designated as Series C Preferred Stock, of which 2,275,412 shares are issued and outstanding. There are reserved for issuance: (i) 1,875,000 shares of Common Stock which may be issued upon conversion of Series B Preferred Stock; (ii) 2,275,412 shares of Common Stock which may be issued upon conversion of Series C Preferred Stock; (iii) 409,846 shares of Common Stock which may be issued pursuant to the exercise of options previously granted to present and future employees of the Company; (iv) 390,154 shares of Common Stock which are available for future grants of options under the Company's Stock Option Plan; and (v) up to 186,750 shares of Common Stock which may be issued pursuant to the exercise of a warrant issued to Alex. Xxowx & Xons Incorporated. Except as set forth above, the Company has not issued or agreed to issue any stock purchase rights or securities convertible into Common Stock; there are no preemptive rights in effect with respect to the issuance of any shares of Common Stock. All the issued and outstanding shares of the Company's capital stock have been validly issued without violation of any preemptive or similar rights and are fully paid and nonassessable. A copy of the Company's Certificate of Incorporation, as in effect as of the Warrant Grant Date, is attached hereto as Exhibit C.

Organization and Capitalization. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The authorized capital stock of the Company consists of 17,750,000 shares of capital stock, comprised of 12,000,000 shares of Common Stock, of which 4,318,182 shares of Common Stock are issued and outstanding and 5,750,000 shares of Preferred Stock, of which (i) 627,630 shares are designated as Series A Preferred Stock, of which 388,065 shares are issued and outstanding, (ii) 1,372,370 shares are designated as Series B Preferred Stock, of which 1,372,370 shares are issued and outstanding, and (iii) 3,750,000 shares are designated as Series C Preferred Stock, of which 2,275,412 2,351,543 shares are issued and outstanding. There are reserved for issuance: (i) 1,875,000 shares of Common Stock which may be issued upon conversion of Series B Preferred Stock; (ii) 2,275,412 2,351,543 shares of Common Stock which may be issued upon conversion of Series C Preferred Stock; (iii) 409,846 1,496,363 shares of Common Stock which may be issued pursuant to the exercise of options previously granted to present and future employees of the Company; (iv) 390,154 437,803 shares of Common Stock which are available for future grants of options under the Company's Stock Option Plan; and (v) up to 186,750 785,774 shares of Common Stock which may be issued pursuant to the exercise of a warrant issued to Alex. Xxowx & Xons Incorporatedoutstanding warrants (excluding this Warrant). Except as set forth above, the Company has not issued or agreed to issue any stock purchase rights or securities convertible into Common Stock; there are no preemptive rights in effect with respect to the issuance of any shares of Common Stock. All the issued and outstanding shares of the Company's capital stock have been validly issued without violation of any preemptive or similar rights and are fully paid and nonassessable. A copy of the Company's Certificate of Incorporation, as in effect as of the Warrant Grant Date, is attached hereto as Exhibit C..