Common use of Capitalization; Governing Documents Clause in Contracts

Capitalization; Governing Documents. As of the date of this Agreement, the authorized capital stock of the Company consists of: 10,000,000,000 shares of Common Stock, of which 4,005,718,437 shares are issued and outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares and the Conversion Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles of Incorporation as in effect on the date hereof (“Articles of Incorporation”), the Company’s Bylaws, as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementJanuary 13, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 36,000,000 authorized shares of Common Stock, of which 4,005,718,437 and 1,616,022 shares are issued and outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are issued and were outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (as defined belowin this Agreement) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, ; (ii) other than provided herein, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act Act; and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s Bylaws, as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementJanuary 29, 2018, the authorized capital stock of the Company consists of: 10,000,000,000 250,000,000 authorized shares of Common Stock, of which 4,005,718,437 39,126,944 shares are were issued and outstanding; , and 10,000,000 20,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are none were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) except as set forth in Schedule 3(c), there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer Buyer, via access to the SEC’s on-line Xxxxx database, true and correct copies of the Company’s Articles of Incorporation as in effect on the date hereof (“Articles of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementJuly 15, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 35,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 18,843,858,479 shares are issued and outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are were issued and outstanding, 100,000 and total authorized and preferred shares of Series B Preferred Stock the Company are issued and outstanding and 100,000 shares of Series D Preferred Stock are issued and outstandingthe same as disclosed in the Company’s annual report filed with OTC Markets on April 21, 2022. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementMay 31, 2016, the authorized capital stock of the Company consists of: 10,000,000,000 100,000,000 authorized shares of Common Stock, of which 4,005,718,437 13,040,471 shares are were issued and outstanding; , and 10,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 1,200,000 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares and the Conversion Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. , except as provided for in Schedule 3 (b) The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementDecember 31, 2015, the authorized capital stock of the Company consists of: 10,000,000,000 150,000,000 authorized shares of Common Stock, of which 4,005,718,437 73,181,737 shares are were issued and outstanding; , and 10,000,000 0 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are none were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares and the Conversion Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. , except as provided for in Schedule 3 (b) The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementJanuary 25, 2023, the authorized capital stock of the Company consists of: 10,000,000,000 250,000,000 authorized shares of Common Stock, of which 4,005,718,437 and 20,876,161 shares are issued and outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are issued and were outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-non- assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (as defined belowin this Agreement) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, ; (ii) other than provided herein, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act Act; and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s Bylaws, as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementOctober 13, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 125,000,000 authorized shares of Common Stock, of which 4,005,718,437 81,964,441 shares are were issued and outstanding; , and 10,000,000 1,000,000 authorized shares of preferred stockstock (consisting of 1,000,000 shares of Series A Preferred Stock), of which 1,000 500,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this Agreement, the authorized capital stock of the Company consists of: 10,000,000,000 shares of 500,000,000 authorized Common Stock, Shares (of which 4,005,718,437 4,178,642 shares are were issued and outstanding; ), 4,450,460 series A senior convertible preferred shares (of which 1,593,940 shares were issued and 10,000,000 outstanding), 583,334 series B senior convertible preferred shares (of preferred stockwhich 464,899 shares were issued and outstanding), and 1,000 allocation shares (of which 1,000 shares of Series A Preferred Stock are were issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are issued and outstanding). All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Exercise Shares, and Commitment Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares None of the share capital stock of the Company represented by such shares are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation Formation as in effect on the date hereof (“Articles Certificate of IncorporationFormation”), the Company’s Bylawsoperating agreement, as in effect on the date hereof (the “BylawsOperating Agreement”), and the terms of all securities convertible into or exercisable for Common Stock Shares of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementNovember 7, 2018, the authorized capital stock of the Company consists of: 10,000,000,000 750,000,000 authorized shares of Common Stock, of which 4,005,718,437 43,271,555 shares are were issued and outstanding; , and 10,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 0 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementSeptember 30, 2015, the authorized capital stock of the Company consists of: 10,000,000,000 50,000,000 authorized shares of Common Stock, of which 4,005,718,437 10,585,048 shares are were issued and outstanding; outstanding and 10,000,000 5,000,000 authorized shares of preferred stock, par value $0.01 per share, none of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares and the Conversion Shares are, or upon issuance (including the Issuance Shares) will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementDecember 31, 2014, the authorized capital stock of the Company consists of: 10,000,000,000 800,000,000 authorized shares of Common Stock, of which 4,005,718,437 109,623,000 shares are were issued and outstanding; , and 10,000,000 authorized shares of preferred stock, none of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares and the Conversion Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementApril 15, 2021 the authorized capital stock of the Company consists of: 10,000,000,000 50,000,000 authorized shares of Common Stock, of which 4,005,718,437 13,800,236 shares are issued and outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (as defined belowin this Agreement) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s Bylaws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementSeptember 12, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 35,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 18,843,858,479 shares are issued and outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are were issued and outstanding, 100,000 and total authorized and preferred shares of Series B Preferred Stock the Company are issued and outstanding and 100,000 shares of Series D Preferred Stock are issued and outstandingthe same as disclosed in the Company’s annual report filed with OTC Markets on April 21, 2022. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementMarch 1, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 2,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 and 478,638,436 shares are issued and outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are issued and were outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (as defined belowin this Agreement) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, ; (ii) other than provided herein, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act Act; and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s Bylaws, as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementJuly 14, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 35,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 18,843,858,479 shares are issued and outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are were issued and outstanding, 100,000 and total authorized and preferred shares of Series B Preferred Stock the Company are issued and outstanding and 100,000 shares of Series D Preferred Stock are issued and outstandingthe same as disclosed in the Company’s annual report filed with OTC Markets on April 21, 2022. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementJune 10, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 50,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 16,189,731,657 shares are were issued and outstanding; , and 10,000,000 20,000,000 authorized shares of preferred stock, of which 1,000 200 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementSeptember 20, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 100,000,000 authorized shares of Common Stock, of which 4,005,718,437 3,241,146 shares are issued and outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are were issued and outstanding, 100,000 and 5,001,500 authorized shares of preferred stock (consisting of 4,930,000 shares of Series B AAA preferred stock, 1,500 shares of Series C preferred stock, and 70,000 shares of Series E preferred stock), of which 119,601 shares of Preferred Stock are were issued and outstanding and 100,000 (consisting of 56,413 shares of Series D Preferred Stock are issued AAA preferred stock, 1,500 shares of Series C preferred stock, and outstanding61,688 shares of Series E preferred stock). All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company or in Schedule 3(c) (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer Company’s SEC Documents contain true and correct copies of the Company’s Articles Certificate of Incorporation, Restated Certificate of Incorporation and amendments thereto as in effect on the date hereof (“Articles Certificate of Incorporation”), and the Company’s BylawsBy-laws, as amended as in effect on the date hereof (the “Bylaws”), and the terms By-laws”).Schedule 3(c) contains a list of all outstanding derivative securities convertible into or exercisable for Common Stock and a brief summary of the Company and the its material rights of the holders thereof in respect theretoterms.

Capitalization; Governing Documents. As of the date of this AgreementSeptember 16, 2020, the authorized capital stock of the Company consists of: 10,000,000,000 360,000,000 authorized shares of Common Stock, of which 4,005,718,437 26,194,104 shares are were issued and outstanding; , and 10,000,000 50,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 10,000,000 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementApril 1, 2024, the authorized capital stock of the Company consists of: 10,000,000,000 500,000,000 authorized shares of Common Stock, of which 4,005,718,437 22,388,976 shares are were issued and outstanding; , and 10,000,000 authorized shares of preferred stock, of which 1,000 0 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, the Exercise Shares, and Commitment Shares and the Conversion Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, except as reflected in the SEC Documents or as set forth in Schedule 3(c) hereto, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act Act, except as reflected in the SEC Documents, and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Second Amended and Restated Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s Amended and Restated Bylaws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementAugust 24, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 20,000,000 authorized shares of Common Stock, of which 4,005,718,437 and 1,463,470 shares are issued and outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are issued and were outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (as defined belowin this Agreement) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, ; (ii) other than provided herein, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act Act; and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s Bylaws, as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementJanuary 26, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 1,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 19,422,300 shares are were issued and outstanding; , and 10,000,000 20,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 0 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementNovember __, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 500,000,000 authorized shares of Common Stock, of which 4,005,718,437 144,463,765 shares are were issued and outstanding; , and 10,000,000 50,000,000 authorized shares of preferred stock, of which 1,000 225,000 shares of Series A Preferred Stock are preferred stock, 425,442 shares of Series B preferred stock, 55,400 shares of Series C preferred stock were issued and outstanding, 100,000 and 100 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are F preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, the Exercise Shares, and Commitment Shares and the Conversion Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementMay 9, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 1,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 37,361,606 shares are were issued and outstanding; and 10,000,000 , 20,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are 0 were issued and outstanding and 100,000 500,000 authorized shares of convertible Series D Preferred Stock are B preferred stock, of which 0 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Underlying Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents reports, schedules, forms, statements and other documents filed by the Company with the SEC (defined below) all of the Company foregoing filed prior to the date hereof are referred to as the “SEC Documents”), (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementOctober 9, 2023, the authorized capital stock of the Company consists of: 10,000,000,000 490,000,000 authorized shares of Common Stock, of which 4,005,718,437 10,876,387 shares were issued and 10,164,307 shares are issued and outstanding; , and 10,000,000 authorized shares of preferred stock, of which 1,000 shares of which: (i) 9,000 Series A Convertible Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are were issued and outstanding and 100,000 shares of (ii) (i) 11,000 Series D B Convertible Preferred Stock are issued and outstandingStock. All of such outstanding shares of capital stock of the Company, the Conversion Shares, the Exercise Shares, and Commitment Shares and the Conversion Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementJanuary 8, 2020, the authorized capital stock of the Company consists of: 10,000,000,000 300,000,000 authorized shares of Common Stock, of which 4,005,718,437 36,487,000 shares are were issued and outstanding; , and 10,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 60,000 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (as defined belowin this Agreement) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementMarch 21, 2023, the authorized capital stock of the Company consists of: 10,000,000,000 740,000,000 authorized shares of Common Stock, of which 4,005,718,437 20,079,540 shares are were issued and outstanding; , and 10,000,000 authorized shares of preferred stock, of which 1,000 1,800 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, and Commitment Shares and the Conversion Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementNovember 23, 2020, the authorized capital stock of the Company consists of: 10,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 2,455,360,986 shares are were issued and outstanding; , and 10,000,000 100,000,000 authorized shares of preferred stock, of which 1,000 13,992,340 shares of Series A Preferred Stock are issued and outstandingA, 100,000 1,327,640 shares of Series B Preferred Stock are issued B, and outstanding and 100,000 shares 1 share of Series D Preferred Stock are AA were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementJanuary 8, 2024, the authorized capital stock of the Company consists of: 10,000,000,000 200,000,000 authorized shares of Common Stock, of which 4,005,718,437 29,269,049 shares are were issued and outstanding; , and 10,000,000 50,000,000 authorized shares of preferred stock, of which 1,000 0 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, the Exercise Shares, and Commitment Shares and the Conversion Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementSeptember 30, 2020, the authorized capital stock of the Company consists of: 10,000,000,000 50,000,000 authorized shares of Common Stock, of which 4,005,718,437 12,906,236 shares are issued and outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (as defined belowin this Agreement) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s Bylaws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementMarch 28, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 1,750,000,000 authorized shares of Common Stock, of which 4,005,718,437 346,118,883 shares are were issued and outstanding; , and 10,000,000 50,000,000 authorized shares of preferred stock, of which 1,000 10,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 324,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementJanuary 12, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 1,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 19,004,233 shares are were issued and outstanding; , and 10,000,000 20,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 0 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementFebruary 10, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 2,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 76,646,039 shares are issued and outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the CompanyCompany other than those shares that are reserved for issuance upon conversion this Note, upon its issuance, or other similar convertible notes, or warrants or options as may be appropriate or with respect to equity or option plans and those that may relate to rights of participation or rights to adjust terms to more favorable terms. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (as defined belowin this Agreement) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, ; (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act Act; and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s Bylaws, as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementSeptember 30, 2016, the authorized capital stock of the Company consists of: 10,000,000,000 500,000,000 authorized shares of Common Stock, of which 4,005,718,437 2,981,517 shares are were issued and outstanding; outstanding and 10,000,000 20,000,000 authorized shares of preferred stock, none of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 43,530 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares and the Conversion Shares and the Warrant Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company or as set forth on Schedule 3(c) (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect theretothereto which have not been disclosed in the SEC Filings.

Capitalization; Governing Documents. As of the date of this AgreementMarch 3, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 250,000,000 authorized shares of Common Stock, of which 4,005,718,437 90,721,838 shares are were issued and outstanding; , and 10,000,000 1,000,000 authorized shares of preferred stockstock (consisting of 1,000,000 shares of Series A Preferred Stock), of which 1,000 500,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.. ​ ​

Capitalization; Governing Documents. As of the date of this AgreementDecember 26, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 2,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 1,482,977,289 shares are were issued and outstanding; , and 10,000,000 20,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 0 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As The capitalization of the Company as of the date of this Agreement, the authorized capital stock of the Company consists ofAgreement is as set forth as follows: 10,000,000,000 (i) 34,684,588 shares of Common Stock, of which 4,005,718,437 shares are issued and Stock outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 (ii) 125,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 outstanding; (iii) ; (iv) 378,776 shares of Series D Preferred Stock are issued outstanding; (v) ; (vi) outstanding options to purchase 4,557,500 shares of Common Stock; (vii) outstanding warrants to purchase 6,187,677 shares of Common Stock; and outstanding(viii) . All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, and (ii) there are no agreements or arrangements under which other than the Series B Preferred Stock, the issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Buyer) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securitiessuch securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s Bylaws, as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementOctober 19, 2016, the authorized capital stock of the Company consists of: 10,000,000,000 50,000,000 authorized shares of Common Stock, of which 4,005,718,437 14,868,129 shares are were issued and outstanding; outstanding and 10,000,000 5,000,000 authorized shares of preferred stock, par value $0.01 per share, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 250,000 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares and the Conversion Shares are, or upon issuance (including the Issuance Shares) will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementSeptember 27, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 2,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 90,396,596 shares are issued and outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are were issued and outstanding, 100,000 and 5,000,000 authorized shares of preferred stock (of which 1,250,000 have been designated as 9% cumulative convertible preferred stock, 37,500 as Series B convertible preferred stock, 205,000 as Series A junior participating preferred stock, 1,700 as Series G convertible preferred stock), and 3,000 shares of Series H, Voting, Non-participating, Convertible Preferred Stock, of which 37,500 (consisting of 37,500 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are convertible preferred stock) were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Shares Warrant Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company and other than contracts with consultants Jxxxx Xxxx, Jxxxxxx Xxxxxx, Roc Cxxxx, Mxxxxxx Xxx and Jxxxxxxx Rome, each of which contracts includes payment in stock or other equity-linked securities, vesting over time (i) there are 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 any of its Material Subsidiaries, or arrangements by which the Company or any of its Material Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Material Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Material Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementOctober 20, 2022, the authorized capital stock of the Company consists consisted of: 10,000,000,000 4,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 1,061,942,572 shares are were issued and outstanding; 100 authorized shares of Series A Preferred Stock, of which 3 shares were issued and outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 100,000,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 Stock, of which 36,667 shares of Series D Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) of the Company disclosed on Schedule 3(c), (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its SubsidiariesSubsidiaries other than the warrants included in Schedule 3(c) , (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementDecember 18, 2020, the authorized capital stock of the Company consists of: 10,000,000,000 1,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 19,004,233 shares are were issued and outstanding; , and 10,000,000 20,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 0 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementSeptember 29, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 500,000,000 authorized shares of Common Stock, of which 4,005,718,437 142,538,039 shares are issued and outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are issued and were outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Shares, and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (as defined belowin this Agreement) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, ; (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act Act; and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer Purchaser true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s Bylaws, as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementAugust 14, 2020, the authorized capital stock of the Company consists of: 10,000,000,000 500,000,000 authorized shares of Common Stock, of which 4,005,718,437 87,170,400 shares are were issued and outstanding; , and 10,000,000 100,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 0 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this Agreement_____, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 ______ authorized shares of Common Stock, of which 4,005,718,437 _____ shares are were issued and outstanding; , and 10,000,000 _____ authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are ______ were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (as defined belowin this Agreement) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, Subsidiaries and (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities1000 Xxx. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementJune 19, 2020, the authorized capital stock of the Company consists of: 10,000,000,000 15,000,000 authorized shares of Common Stock, of which 4,005,718,437 10,858,685 shares are were issued and outstanding; , and 10,000,000 20,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 0 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementDecember 15, 2017, the authorized capital stock of the Company consists of: 10,000,000,000 500,000,000 authorized shares of Common Stock, of which 4,005,718,437 67,266,567 shares are were issued and outstanding; , and 10,000,000 nil authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are none were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this Agreement, the The authorized capital stock of the Company consists of: 10,000,000,000 26,455,952 authorized shares of Common StockOrdinary Shares, of which 4,005,718,437 26,455,952 shares are issued and outstanding; , and 10,000,000 zero authorized shares of preferred stock, of which 1,000 zero shares of Series A Preferred Stock are issued and outstanding, 100,000 preferred shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares and the Conversion Shares are, or upon issuance will be, Company are duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other Other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (as defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, preemptive rights, 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles of Incorporation as in effect on the date hereof (“Articles of Incorporation”), the Company’s Bylaws, as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementMay 11, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 300,000,000 authorized shares of Common Stock, of which 4,005,718,437 183,913,583 shares are were issued and outstanding; , and 10,000,000 25,000,000 authorized shares of preferred stock, of which 1,000 139,610 shares of Series A Preferred Stock are issued and outstanding, 100,000 C preferred shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementJanuary 25, 2023, the authorized capital stock of the Company consists of: 10,000,000,000 250,000,000 authorized shares of Common Stock, of which 4,005,718,437 and 20,876,161 shares are issued and outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are issued and were outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-non assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (as defined belowin this Agreement) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, ; (ii) other than provided herein, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act Act; and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer Buyers true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s Bylaws, as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementJanuary 23, 2023, the authorized capital stock of the Company consists of: 10,000,000,000 500,000,000 authorized shares of Common Stock, of which 4,005,718,437 81,136,902 shares are were issued and outstanding; , and 10,000,000 10,000,001 authorized shares of preferred stock, stock (consisting of which 1,000 10,000,000 shares of Series A Preferred Stock are preferred stock and 1 share of Series B preferred stock), of which 5,000,001 shares were issued and outstanding, 100,000 outstanding (consisting of 5,000,000 shares of Series B Preferred Stock are issued A preferred stock and outstanding and 100,000 shares 1 share of Series D Preferred Stock are issued and outstandingB preferred stock). All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementSeptember 8, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 36,000,000 authorized shares of Common Stock, of which 4,005,718,437 and 3,158,161 shares are issued and outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are issued and were outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (as defined belowin this Agreement) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, ; (ii) other than provided herein, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act Act; and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s Bylaws, as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementFebruary 28, 2019, the authorized capital stock of the Company consists of: 10,000,000,000 250,000,000 authorized shares of Common Stock, of which 4,005,718,437 5,052,104 shares are were issued and outstanding; , and 10,000,000 0 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 0 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished will furnish to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto, upon the written request of the Buyer.

Capitalization; Governing Documents. As of the date of this AgreementSeptember 26, 2017, the authorized capital stock of the Company consists of: 10,000,000,000 650,000,000 authorized shares of Common Stock, of which 4,005,718,437 6,553,643 shares are were issued and outstanding; , and 10,000,000 10,000,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 10,000,000 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementJanuary 28, 2019, the authorized capital stock of the Company consists of: 10,000,000,000 750,000,000 authorized shares of Common Stock, of which 4,005,718,437 60,307,396 shares are were issued and outstanding; , and 10,000,000 115,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 79,590 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementFebruary 4, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 150,000,000 authorized shares of Common Stock, of which 4,005,718,437 127,862,774 shares are issued and outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are issued and were outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Shares, and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (as defined belowin this Agreement) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, ; (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act Act; and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer Purchaser true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s Bylaws, as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementMay 21, 2020, the authorized capital stock of the Company consists of: 10,000,000,000 200,000,000 authorized shares of Common Stock, of which 4,005,718,437 34,430,970 shares are were issued and outstanding; , and 10,000,000 50,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 0 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementMay 28, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 400,000,000 authorized shares of Common Stock, of which 4,005,718,437 and 78,147,190 shares are issued and outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are issued and were outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (as defined belowin this Agreement) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, ; (ii) other than provided herein, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act Act; and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s Bylaws, as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementSeptember 12, 2023, the authorized capital stock of the Company consists of: 10,000,000,000 499,000,000 authorized shares of Common Stock, of which 4,005,718,437 158,647,050 shares are were issued and outstanding; , and 10,000,000 1,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 0 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementMarch 12, 2024, the authorized capital stock of the Company consists of: 10,000,000,000 200,000,000 authorized shares of Common Stock, of which 4,005,718,437 127,907,407 shares are were issued and outstanding; , and 10,000,000 1,005,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstandingpreferred stock, 100,000 1,950 shares of Series B Preferred Stock are issued preferred stock, 13,333 shares of Series C convertible preferred stock, and outstanding and 100,000 1,667 shares of Series D Preferred Stock are preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished or made available (which may be through the SEC Documents) to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementNovember 12, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 15,000,000 authorized shares of Common Stock, of which 4,005,718,437 3,436,485 shares are were issued and outstanding; , and 10,000,000 358,120 authorized shares of preferred stock, stock (consisting of which 1,000 330,000 shares of Series A Preferred Stock are issued and outstandingStock, 100,000 20,000 shares of Series B Preferred Stock are issued Stock, 7,250 shares of Series C Preferred Stock, and outstanding and 100,000 870 shares of Series D Preferred Stock are Stock), of which 28,120 were issued and outstandingoutstanding (consisting of 0 shares of Series A Preferred Stock, 20,000 shares of Series B Preferred Stock, 7,250 shares of Series C Preferred Stock, and 870 shares of Series D Preferred Stock). All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementSeptember 19, 2019, the authorized capital stock of the Company consists of: 10,000,000,000 100,000,000 authorized shares of Common Stock, of which 4,005,718,437 19,484,373 shares are were issued and outstanding; , and 10,000,000 20,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 1,311,148 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementJune 22, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 2,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 965,171,292 shares are were issued and outstanding; , and 10,000,000 20,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 0 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementOctober 29, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 750,000,000 authorized shares of Common Stock, of which 4,005,718,437 198,949,009 shares are were issued and outstanding; , and 10,000,000 50,000,000 authorized shares of preferred stock, of which 1,000 0 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementAugust 7, 2020, the authorized capital stock of the Company consists of: 10,000,000,000 20,000,000 authorized shares of Common Stock, of which 4,005,718,437 8,537,195 shares are were issued and outstanding; , and 10,000,000 1,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 0 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementNovember 14, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 20,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 11,885,882,193 shares are were issued and outstanding; , and 10,000,000 authorized shares of preferred stock, stock (consisting of which 1,000 7,000,000 shares of Series A Preferred Stock are issued and outstandingpreferred stock, 100,000 2,999,999 shares of Series B Preferred Stock are preferred stock, 1 share of Series C preferred stock), of which 2,541,501 shares were issued and outstanding and 100,000 (consisting of 2,541,500 shares of Series D Preferred Stock are issued B preferred stock and outstanding1 share of Series C preferred stock). All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementMarch 10, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 195,000,000 authorized shares of Common Stock, of which 4,005,718,437 162,582,058 shares are were issued and outstanding; , and 10,000,000 5,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 5,000,000 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementNovember 23, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 60,000,000 authorized shares of Common Stock, of which 4,005,718,437 453,269 shares are were issued and outstanding; , and 10,000,000 1,000,000 authorized shares of preferred stock, of which 1,000 0 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company or as set forth in Schedule 3(c) , if attached hereto (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementApril 28, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 3,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 528,142,691 shares are were issued and outstanding; , and 10,000,000 authorized shares of preferred stockstock (of which 8,000,000 have been designated as Series A Preferred Stock and 1,000,000 have been designated as Series B Preferred Stock), of which 1,000 6,229,250 shares were issued and outstanding (consisting of 6,000,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 229,250 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are issued and outstandingStock). All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessablenonassessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementMay 31, 2023, the authorized capital stock of the Company consists of: 10,000,000,000 200,000,000 authorized shares of Common Stock, of which 4,005,718,437 121,618,271 shares are were issued and outstanding; , and 10,000,000 1,005,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued preferred stock and outstanding, 100,000 2,300 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished or made available (which may be through the SEC Documents) to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementDecember 16, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 500,000,000 authorized shares of Common Stock, of which 4,005,718,437 24,844,639 shares are were issued and outstanding; , and 10,000,000 10,000,001 authorized shares of preferred stock, stock (consisting of which 1,000 10,000,000 shares of Series A Preferred Stock are preferred stock and 1 share of Series B preferred stock), of which 5,000,001 shares were issued and outstanding, 100,000 outstanding (consisting of 5,000,000 shares of Series B Preferred Stock are issued A preferred stock and outstanding and 100,000 shares 1 share of Series D Preferred Stock are issued and outstandingB preferred stock). All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementSeptember 22, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 200,000,000 authorized shares of Common Stock, of which 4,005,718,437 95,964,484 shares are were issued and outstanding; , and 10,000,000 1,005,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued preferred stock and outstanding, 100,000 2,510 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares, and Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished or made available (which may be through the SEC Documents) to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementAugust 16, 2019, the authorized capital stock of the Company consists of: 10,000,000,000 400,000,000 authorized shares of Common Stock, of which 4,005,718,437 142,822,664 shares are were issued and outstanding; , and 10,000,000 0 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 0 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementFebruary 3, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 500,000,000 authorized shares of Common Stock, of which 4,005,718,437 and 189,359,001 shares are issued and outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are issued and were outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (as defined belowin this Agreement) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, ; (ii) other than provided herein, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act Act; and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s Bylaws, as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementJuly 31, 2017, the authorized capital stock of the Company consists of: 10,000,000,000 of 475,000,000 authorized shares of Common Stock, of which 4,005,718,437 37,261,049 shares are were issued and outstanding; , and 10,000,000 25,000,000 authorized shares of preferred stock, of which 1,000 with 110,000 shares of Series A Convertible Preferred Stock are issued and outstanding, 100,000 10,000,000 shares of Series B Convertible Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementDecember 11, 2023, the authorized capital stock of the Company consists of: 10,000,000,000 200,000,000 authorized shares of Common Stock, of which 4,005,718,437 29,145,537 shares are were issued and outstanding; , and 10,000,000 50,000,000 authorized shares of preferred stock, of which 1,000 0 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, the Exercise Shares, and Commitment Shares and the Conversion Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementFebruary 28, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 3,802,071,242 shares are were issued and outstanding; , and 10,000,000 50,000,001 authorized shares of preferred stock, stock (of which 1,000 20,000,000 authorized shares of Series A Preferred Convertible Stock are issued and outstandinghave been designated, 100,000 30,000,000 authorized shares of Series B Preferred Convertible Stock are have been designated, and 1 authorized share of Series AA Convertible Stock have been designated), of which 15,319,981 shares were issued and outstanding and 100,000 (consisting of 13,992,340 shares of Series D Preferred A Convertible Stock are issued have been designated, 1,327,640 shares of Series B Convertible Stock have been designated, and outstanding1 share of Series AA Convertible Stock). All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Commitment Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementMay 24, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 36,000,000 authorized shares of Common Stock, of which 4,005,718,437 and 1,424,008 shares are issued and outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are issued and were outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (as defined belowin this Agreement) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, ; (ii) other than provided herein, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act Act; and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s Bylaws, as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementJune 24, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 1,500,000,000 authorized shares of Common Stock, of which 4,005,718,437 approximately 225,010,000 shares are were issued and outstanding; , and 10,000,000 150,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 0 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Exercise Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer filed in or included in its SEC Documents true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementDecember 14, 2016, the authorized capital stock of the Company consists of: 10,000,000,000 50,000,000 authorized shares of Common Stock, of which 4,005,718,437 15,113,983 shares are were issued and outstanding; outstanding and 10,000,000 5,000,000 authorized shares of preferred stock, par value $0.01 per share, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 250,000 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares and the Conversion Shares are, or upon issuance (including the Issuance Shares) will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementMarch 15, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 1,200,000,000 authorized shares of Common Stock, of which 4,005,718,437 589,033,346 shares are were issued and outstanding; , and 10,000,000 55,000,000 authorized shares of preferred stock, stock (consisting of which 1,000 5,000,000 authorized shares of Series B preferred stock and 50,000,000 authorized shares of Series A Preferred Stock are preferred stock), of which 610,000 shares were issued and outstanding, 100,000 outstanding (consisting of 610,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are issued and outstandingpreferred stock). All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementFebruary 9, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 500,000,000 authorized shares of Common Stock, of which 4,005,718,437 189,784,001 shares are were issued and outstanding; , and 10,000,000 18,000,000 authorized shares of preferred stock, stock (consisting of which 1,000 10,000,000 shares of Series A Preferred Stock are issued preferred stock and outstanding, 100,000 8,000,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 preferred stock), of which 5,625,884 (consisting of 0 shares of Series D Preferred Stock are A preferred stock and 5,625,884 shares of Series B preferred stock) were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementMarch 31, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 2,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 89,496,596 shares are issued and outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are were issued and outstanding, 100,000 and 5,000,000 authorized shares of preferred stock (of which 1,250,000 have been designated as 9% cumulative convertible preferred stock, 37,500 as Series B convertible preferred stock, 205,000 as Series A junior participating preferred stock, 1,700 as Series G convertible preferred stock), and 3,000 shares of Series H, Voting, Non-participating, Convertible Preferred Stock, of which 37,500 (consisting of 37,500 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are convertible preferred stock) were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Shares Warrant Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company and other than contracts with consultants Jxxxx Xxxx, Jxxxxxx Xxxxxx, Roc Cxxxx, Mxxxxxx Xxx and Jxxxxxxx Rome, each of which contracts includes payment in stock or other equity-linked securities, vesting over time (i) there are 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 any of its Material Subsidiaries, or arrangements by which the Company or any of its Material Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Material Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Material Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementSeptember 23, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 30,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 1,269,746,037 shares are were issued and outstanding; , and 10,000,000 50,000,000 authorized shares of preferred stock, of which 1,000 10,000 shares of Series A Preferred Stock are issued and outstandingStock, 100,000 324,000 shares of Series B Preferred Stock are issued Stock, and outstanding and 100,000 600,000 shares of Series D C Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementSeptember 19, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 2,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 379,824,528 shares are issued and outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are were issued and outstanding, 100,000 and 25,000,000 authorized shares of Series preferred stock (consisting of 25,000,000 authorized shares of Class B Preferred Stock are preferred stock), of which 10,000,000 shares were issued and outstanding and 100,000 (consisting of 10,000,000 shares of Series D Preferred Stock are issued and outstandingClass B preferred stock). All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementSeptember 13, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 195,000,000 authorized shares of Common Stock, of which 4,005,718,437 2,809,885 shares are were issued and outstanding; , and 10,000,000 5,000,000 authorized shares of preferred stock, of which 1,000 shares 1,000,000 share of Series A Preferred Stock are issued and outstanding, 100,000 0 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementFebruary 19, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 36,000,000 authorized shares of Common Stock, of which 4,005,718,437 approximately 1,328,110 shares are were issued and outstanding; , and 10,000,000 1,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 0 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementDecember 18, 2023, the authorized capital stock of the Company consists of: 10,000,000,000 200,000,000 authorized shares of Common Stock, of which 4,005,718,437 29,256,811 shares are were issued and outstanding; , and 10,000,000 50,000,000 authorized shares of preferred stock, of which 1,000 0 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, the Exercise Shares, and Commitment Shares and the Conversion Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementFebruary 11, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 250,000,000 authorized shares of Common Stock, of which 4,005,718,437 60,853,341 shares are were issued and outstanding; , and 10,000,000 0 authorized shares of preferred stock, of which 1,000 0 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles 's Certificate of Incorporation as in effect on the date hereof (“Articles "Certificate of Incorporation”"), the Company’s Bylaws's By-laws, as in effect on the date hereof (the “Bylaws”"By-laws"), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementFebruary 8, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 250,000,000 authorized shares of Common Stock, of which 4,005,718,437 90,721,838 shares are were issued and outstanding; , and 10,000,000 1,000,000 authorized shares of preferred stockstock (consisting of 1,000,000 shares of Series A Preferred Stock), of which 1,000 500,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.. ​ ​ ​

Capitalization; Governing Documents. As of the date of this AgreementApril 16, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 500,000,000 authorized shares of Common Stock, of which 4,005,718,437 190,284,001 shares are were issued and outstanding; , and 10,000,000 18,000,000 authorized shares of preferred stock, stock (consisting of which 1,000 10,000,000 shares of Series A Preferred Stock are issued preferred stock and outstanding8,000,000 shares of Series B preferred stock), 100,000 of which 5,625,884 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementJune 18, 2019, the authorized capital stock of the Company consists of: 10,000,000,000 100,000,000 authorized shares of Common Stock, of which 4,005,718,437 34,300,089 shares are were issued and outstanding; , and 10,000,000 0 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 0 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementJune 7, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 500,000,000 authorized shares of Common Stock, of which 4,005,718,437 370,947,042 shares are were issued and outstanding; , and 10,000,000 200,000,000 authorized shares of preferred stock, of which 1,000 700,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Commitment Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles 's Certificate of Incorporation as in effect on the date hereof (“Articles "Certificate of Incorporation”"), the Company’s Bylaws's By-laws, as in effect on the date hereof (the “Bylaws”"By-laws"), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementOctober 27, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 5,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 322,574,504 shares are were issued and outstanding; , and 10,000,000 200,000,000 authorized shares of preferred stock, stock (of which 1,000 3,500,000 shares of Series A Preferred Stock are issued preferred stock and outstanding, 100,000 1,000,000 shares of Series B Preferred Stock preferred stock are designated), of which (i) 788,270 shares of Series A preferred stock was issued and outstanding and 100,000 (ii) 1,000,000 shares of Series D Preferred Stock are B preferred stock was issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementApril 12, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 500,000,000 authorized shares of Common Stock, of which 4,005,718,437 370,947,042 shares are were issued and outstanding; , and 10,000,000 200,000,000 authorized shares of preferred stock, of which 1,000 700,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Commitment Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles 's Certificate of Incorporation as in effect on the date hereof (“Articles "Certificate of Incorporation”"), the Company’s Bylaws's By-laws, as in effect on the date hereof (the “Bylaws”"By-laws"), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementJuly 28, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 2,500,000,000 authorized shares of Common Stock, of which 4,005,718,437 1,709,122,945 shares are were issued and outstanding; , and 10,000,000 5,700,250 authorized shares of preferred stock, of which 1,000 488,000 shares of Series A Preferred Stock are issued preferred stock and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 500,000 shares of Series D Preferred Stock are preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Conversion Shares and the Conversion Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders stockholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementFebruary 1, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 3,691,904,551 shares are were issued and outstanding; , and 10,000,000 50,000,001 authorized shares of preferred stock, stock (of which 1,000 20,000,000 authorized shares of Series A Preferred Convertible Stock are issued and outstandinghave been designated, 100,000 30,000,000 authorized shares of Series B Preferred Convertible Stock are have been designated, and 1 authorized share of Series AA Convertible Stock have been designated), of which 15,319,981 shares were issued and outstanding and 100,000 (consisting of 13,992,340 shares of Series D Preferred A Convertible Stock are issued have been designated, 1,327,640 shares of Series B Convertible Stock have been designated, and outstanding1 share of Series AA Convertible Stock). All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Commitment Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementJuly 27, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 1,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 762,880 shares are were issued and outstanding; , and 10,000,000 337,500 authorized shares of preferred stock, of which 1,000 (i) 150,000 shares of Series A Preferred Stock are preferred stock was issued and outstanding; and, 100,000 (ii) 27,225 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are preferred stock was issued and outstanding). All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Exercise Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementMay 23, 2023, the authorized capital stock of the Company consists of: 10,000,000,000 490,000,000 authorized shares of Common Stock, of which 4,005,718,437 10,216,307 shares were issued and 10,164,307 shares are issued and outstanding; , and 10,000,000 authorized shares of preferred stock, of which 1,000 shares of which: (i) 9,000 Series A Convertible Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are were issued and outstanding and 100,000 shares of (ii) (i) 11,000 Series D B Convertible Preferred Stock are issued and outstandingStock. All of such outstanding shares of capital stock of the Company, the Conversion Shares, the Exercise Shares, and Commitment Shares and the Conversion Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementJuly 21, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 15,000,000 authorized shares of Common Stock, of which 4,005,718,437 2,654,413 shares are were issued and outstanding; , and 10,000,000 358,120 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 28,120 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementNovember 30, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 750,000,000 authorized shares of Common Stock, of which 4,005,718,437 285,414,967 shares are were issued and outstanding; , and 10,000,000 50,000,000 authorized shares of preferred stock, of which 1,000 0 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are 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 any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.