The authorized capital stock of the Company as of the date of this Agreement consists of 3,500,000 shares of Common Stock, of which, as of , 2,484,211 shares were issued and outstanding, 140,000 shares of Series A Preferred Stock, par value per share, of which 105,303 shares were issued and outstanding as of , and 360,000 shares of Series B Preferred Stock, of which 244,263 shares were issued and outstanding as of . All of the issued and outstanding shares of capital stock of the Company have been duly and validly authorized and issued, are fully paid and nonassessable, except as may be provided by Section 630 of the New York Business Corporation Law, and are free from preemptive rights.
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