Jan. 3rd 8-k section 5. As of the Closing, the Company’s authorized capital will consist of (a) 200,000,000 shares of common stock authorized (the “Common Stock”), of which 97,053,044 shares are issued and outstanding, 10,291,528 of which are freely tradeable without any restrictions or Encumbrances and 86,761,516 of which are restricted under the Securities Act, (i) with each holder thereof being entitled to cast one vote for each share held on all matters properly submitted to the shareholders for their vote; and (ii) there being no pre-preemptive rights and no cumulative voting; and (b) no shares of preferred stock or any other class of security. Except as set forth on Schedule 5.10, the Company has no shares reserved for issuance pursuant to a stock option plan or pursuant to securities exercisable for, or convertible into or exchangeable for shares of Common Stock. All of the issued and outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights. Except as set forth on Schedule 5.10, there are (1) no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company, (2) no agreements or arrangements under which the Company is obligated to register the sale of any of its or their securities under the Securities Act, and (3) no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing any such rights).
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