(b) Due Authority. The execution and delivery by the Company of this Agreement and the performance of all obligations of the Company hereunder, including the issuance to the Warrantholder of the right to acquire the shares of Preferred Stock and the Common Stock into which it may be converted, have been duly authorized by all necessary corporate action on the part of the Company. This Agreement: (i) does not violate the Charter or the Companys current bylaws; (ii) does not contravene any law or governmental rule, regulation or order applicable to the Company; and (iii) does not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which the Company is a party or by which it is bound. This Agreement constitutes a legal, valid and binding agreement of the Company, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application affecting enforcement of creditors rights generally.
(c) Consents and Approvals. No consent or approval of, giving of notice to, registration with, or taking of any other action in respect of any state, federal or other governmental authority or agency is required with respect to the execution, delivery and performance by the Company of its obligations under this Agreement, except for any filing required by applicable state securities law, which filings will be effective by the time required thereby.
(d) Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all federal and state securities laws. In addition, as of the date immediately preceding the date of this Agreement:
(i) The authorized capital of the Company consists of (A) 353,272,950 shares of Common Stock, of which 222,394 shares are issued and outstanding, (B) 4,856,947 shares of Series 1 Convertible Participating Preferred Stock, of which 4,856,947 shares are issued and outstanding and are convertible into an aggregate of 4,856,947 shares of Common Stock at $1.15 per share, (C) 32,172,860 shares of Series 2 Convertible Participating Preferred Stock, of which 29,272,426 shares are issued and outstanding and are convertible into an aggregate of 29,272,426 shares of Common Stock at $1.15 per share, (D) 63,500,000 shares of Series 3 Convertible Participating Preferred Stock, of which 60,996,836 shares are issued and outstanding and are convertible into an aggregate of 60,996,836 shares of Common Stock at $1.15 per share and (E) 197,175,000 shares of Series 4 Convertible Participating Preferred Stock, of which no shares are issued and outstanding and are convertible into an aggregate of no shares of Common Stock at $0.38 per share.
(ii) The Company has reserved 46,079,080 shares of Common Stock for issuance under its Stock Option Plan(s), under which options to purchase 3,317,422 shares of Common Stock are outstanding. There are warrants outstanding to purchase an aggregate of 2,900,434 shares of Series 2 Convertible Participating Preferred Stock. There are no other options, warrants, conversion privileges or, except as set forth in the ROFR Agreement, other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Companys capital stock or other securities of the Company.