Common use of Purchaser Capitalization Clause in Contracts

Purchaser Capitalization. The authorized capital stock of Purchaser consists of 50,000,000 shares of common stock, par value $.001 and 50,000,000 shares of preferred stock, par value $.001, of which 12,000,000 shares have been designated as Series A Convertible Preferred Stock. At Closing after giving effect to the issuance of the Purchaser Shares, 9,612,952 shares of common stock and 12,000,000 shares of Series A Convertible Preferred Stock will be duly and validly issued and outstanding. All outstanding shares of common stock Series A Convertible Preferred Stock will be duly and validly issued, fully paid and non-assessable, and were issued in full compliance with all federal, state, and local laws, rules, and regulations. There is no subscription right, option, warrant, convertible security, or other right (contingent or other) presently outstanding, for the purchase, acquisition, or sale of common stock or any other securities of Purchaser, or any securities convertible into or exchangeable for common stock or other securities of Purchaser, except for a commitment to issue 3,745,000 shares of common stock after the Reverse Stock Split. There are no stock appreciation rights, phantom stock, or similar rights in existence. There are no agreements purporting to restrict the transfer of the common stock or the Series A Convertible Preferred Stock of Purchaser, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the common stock or the Series A Convertible Preferred Stock of Purchaser.