Common use of Capitalization of Parent Clause in Contracts

Capitalization of Parent. The authorized capital stock of Parent consists of (a) 100,000,000 shares of common stock, par value $0.001 per share (the “Parent Common Stock”), of which not more than 45,188,525 shares will be, prior to the Effective Time, issued and outstanding, and (b) 10,000,000 shares of preferred stock, par value $.001 per share, of which 1,473,650 are designated as Class A Preferred Stock, and no shares are issued and outstanding on the date hereof. Except as disclosed in Schedule 3.4, Parent has no outstanding options, rights or commitments to issue shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessable, and none of such shares have been issued in violation of the preemptive rights of any person.

Capitalization of Parent. The authorized capital stock of Parent consists of (a) 100,000,000 50,000,000 shares of common stock, par value $0.001 .001 per share (the “Parent Common Stock”), of which not more than 45,188,525 1,961,200 shares will be, prior to the Effective Time, issued and outstanding, and (b) 10,000,000 1,000,000 shares of preferred stock, par value $.001 .01 per share, of which 1,473,650 are designated as Class A Preferred Stock, and no shares are issued or outstanding. Other than 812,000 additional shares of Common Stock issuable pursuant to various warrant, option and outstanding on the date hereof. Except as disclosed in Schedule 3.4other contractual arrangements,, Parent has no outstanding options, rights or commitments to issue shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessable, and none of such shares have been issued in violation of the preemptive rights of any person.

Capitalization of Parent. The authorized capital stock of Parent consists of (a) 100,000,000 50,000,000 shares of common stock, par value $0.001 .001 per share (the “"Parent Common Stock”"), of which not more than 45,188,525 1,950,500 shares will be, prior to the Effective Time, issued and outstanding, after taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, and (b) 10,000,000 1,000,000 shares of preferred stock, par value $.001 .01 per share, of which 1,473,650 are designated as Class A Preferred Stock, and no shares are issued and outstanding on the date hereofor outstanding. Except as disclosed in Schedule 3.4, Parent has no outstanding options, rights or commitments to issue shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessable, and none of such shares have been issued in violation of the preemptive rights of any person.

Capitalization of Parent. The authorized capital stock of Parent consists of (a) 100,000,000 44,999,900 shares of common stock, par value $0.001 per share (the “Parent Common Stock”"PARENT COMMON STOCK"), of which not more than 45,188,525 1,527,500 shares will bewill, prior to following the Effective Time, be issued and outstanding, before taking into consideration the issuance of Parent Common Stock in the Merger;(b) 100 shares of Class A Common Stock; and (bc) 10,000,000 5,000,000 shares of preferred stock, par value $.001 per share, of which 1,473,650 are designated as Class A Preferred Stock, and no shares are issued and outstanding on the date hereof. Except as disclosed in Schedule 3.4, Parent has no outstanding options, rights or commitments to issue shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessablenon-assessable, and none of such shares have been issued in violation of the preemptive rights of any person.

Capitalization of Parent. The authorized capital stock of Parent consists of (a) 100,000,000 50,000,000 shares of common stock, $0.0001 par value $0.001 per share (the “Parent Common Stock”), of which not more than 45,188,525 3,414,000 shares will be, prior to the Effective TimeTime and prior to the issuance of the Escrow Shares, issued and outstanding, and (b) 10,000,000 . There are 1,000,000 shares of preferred stockstock authorized, $0.0001 par value $.001 per share, of which 1,473,650 are designated as Class A Preferred Stock, and no shares none are issued and outstanding on the date hereofoutstanding. Except as disclosed in Schedule 3.4, Parent has no outstanding options, rights or commitments to issue shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessable, and none of such shares have been issued in violation of the preemptive rights of any person.

Capitalization of Parent. The authorized capital stock of Parent consists of (a) 100,000,000 75,000,000 shares of common stockstock , par value $0.001 per share (the “"Parent Common Stock”"), of which not more than 45,188,525 1,559,286 shares will be, prior to the Effective Time, issued and outstanding, and (boutstanding after taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) 10,000,000 shares of preferred stock, par value $.001 per share, of which 1,473,650 are designated as Class A Preferred Stock, and no shares are issued and outstanding on the date hereof. Except as disclosed in Schedule 3.4., Parent has no outstanding options, rights or commitments to issue shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp. Corp, excluding the warrants to be issued in connection with the Private Placement. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessable, and none of such shares have been issued in violation of the preemptive rights of any person.

Capitalization of Parent. The authorized capital stock of Parent consists of (a) 100,000,000 shares of common stock, par value $0.001 per share (the “Parent Common Stock”)share, of which not more than 45,188,525 12,782,000 shares will be, prior to the Effective Time, issued and outstanding, and (b) 10,000,000 outstanding after taking into consideration the cancellation of certain shares of preferred Parent Common Stock, as indicated in Section 6.2(g)(iv) hereof, except that, at the Effective Time or shortly thereafter, Parent shall increase its authorized capital stock to 200,000,000 shares of common stock, par value $.001 per share0.001, of which 1,473,650 are designated as Class A Preferred Stock, and no shares are issued and outstanding on the date contemplated by Section 5.4 hereof. Except as disclosed in Schedule 3.4, Parent has no outstanding options, rights or commitments to issue shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp. Parent. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. All outstanding shares of the capital stock of Parent Common Stock are validly issued and outstanding, fully paid and nonassessablenon-assessable, and none of such shares have been issued in violation of the preemptive rights of any person.