PREFERENCES OF THE PREFERRED STOCK ARE AS STATED IN THE CERTIFICATE AND AS
PROVIDED BY THE GENERAL CORPORATION LAW OF THE JURISDICTION OF THE COMPANY'S
INCORPORATION.
(B)
ALL OF THE OUTSTANDING SECURITIES ISSUED BY THE COMPANY HAVE BEEN
DULY AUTHORIZED, ARE FULLY PAID AND NONASSESSABLE AND WERE ISSUED IN COMPLIANCE
WITH ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS.
THE COMPANY HOLDS NO
TREASURY STOCK.
(C)
OTHER THAN (X) THE NOTE AND (Y) AS OTHERWISE SET FORTH IN THE
DISCLOSURE SCHEDULE OR ON THE CAPITALIZATION TABLE ATTACHED HERETO AS EXHIBIT D,
THERE ARE NO (I) OUTSTANDING OPTIONS, WARRANTS, PUTS, CALLS, CONVERTIBLE
SECURITIES, PREEMPTIVE OR SIMILAR RIGHTS, (II)
BONDS, DEBENTURES, NOTES OR
OTHER INDEBTEDNESS HAVING GENERAL VOTING RIGHTS OR THAT ARE CONVERTIBLE OR
EXCHANGEABLE INTO SECURITIES HAVING SUCH RIGHTS, OR (III) SUBSCRIPTIONS OR OTHER
RIGHTS, AGREEMENTS, ARRANGEMENTS, CONTRACTS OR COMMITMENTS OF ANY CHARACTER,
RELATING TO THE ISSUED OR UNISSUED SECURITIES OF THE COMPANY OR ANY OF THE
3
COMPANY SUBSIDIARIES OR OBLIGATING THE COMPANY OR ANY OF THE COMPANY
SUBSIDIARIES TO ISSUE, TRANSFER, DELIVER OR SELL OR CAUSE TO BE ISSUED,
TRANSFERRED, DELIVERED, SOLD OR REPURCHASED ANY OPTIONS , OR OTHER EQUITY
INTEREST IN, THE COMPANY OR ANY OF THE COMPANY SUBSIDIARIES OR SECURITIES
CONVERTIBLE INTO OR EXCHANGEABLE FOR SUCH SHARES OR EQUITY INTERESTS, OR
OBLIGATING THE COMPANY OR ANY OF THE COMPANY SUBSIDIARIES TO GRANT, EXTEND OR
ENTER INTO ANY SUCH OPTION, WARRANT, CALL, SUBSCRIPTION OR OTHER RIGHT,
AGREEMENT, ARRANGEMENT OR COMMITMENT FOR SUCH EQUITY INTEREST.
THERE ARE NO
OUTSTANDING OBLIGATIONS OF THE COMPANY OR ANY OF THE COMPANY SUBSIDIARIES TO
REPURCHASE, REDEEM OR OTHERWISE ACQUIRE ANY CAPITAL STOCK OF, OR OTHER EQUITY
INTERESTS IN, THE COMPANY OR ANY OF THE COMPANY SUBSIDIARIES OR TO PROVIDE FUNDS
TO MAKE ANY INVESTMENT (IN THE FORM OF A LOAN, CAPITAL CONTRIBUTION OR
OTHERWISE) IN ANY OTHER ENTITY.
(D)
TO THE COMPANY'S KNOWLEDGE, THERE ARE NO STOCKHOLDERS OR MEMBERS
AGREEMENTS, VOTING TRUSTS OR OTHER AGREEMENTS OR UNDERSTANDINGS WITH RESPECT TO
THE VOTING OF THE SECURITIES OR THE CAPITAL STOCK OR EQUITY INTERESTS OF ANY
COMPANY SUBSIDIARY.
(E)
THE COMPANY HAS AGREED TO RESERVE 19,000,000 SHARES OF COMMON
STOCK FOR ISSUANCE TO OFFICERS, DIRECTORS, EMPLOYEES AND CONSULTANTS OF THE
COMPANY PURSUANT TO A 2008 STOCK OPTION PLAN, AS AMENDED (THE "STOCK PLAN"). OF
SUCH RESERVED SHARES OF COMMON STOCK, NO SHARES HAVE BEEN ISSUED PURSUANT TO
RESTRICTED STOCK PURCHASE AGREEMENTS, AND NO OPTIONS TO PURCHASE SHARES HAVE
BEEN GRANTED TO OFFICERS, DIRECTORS, EMPLOYEES AND CONSULTANTS PURSUANT TO THE
STOCK PLAN.
THE COMPANY HAS FURNISHED TO THE PURCHASER COMPLETE AND ACCURATE
COPIES OF THE PROPOSED STOCK PLAN AND FORMS OF AGREEMENTS USED THEREUNDER.
(F)
A TRUE, COMPLETE AND CORRECT COPY OF THE COMPANY'S CAPITALIZATION
TABLE AS OF THE DATE HEREOF IS ATTACHED HERETO AS EXHIBIT D.
2.3.
Authorization.
All corporate action required to be taken by the
Company's Board of Directors and stockholders in order to authorize the Company
to enter into this Agreement, and to issue the Shares at the Closing and the
Common