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 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 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 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 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 AgreementNovember 19, 2025, 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 1,999,999,999 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 outstandingpreferred stock, 100,000 12,855 shares of Series B Preferred Stock are issued preferred stock, 2,500 shares of Series C preferred stock and outstanding and 100,000 1,080 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, 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 SecuritiesAct. 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 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 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 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 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 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 25, 2023, the authorized capital stock of the Company consists of: 10,000,000,000 10,500,000,000 authorized shares of Common Stock, of which 4,005,718,437 2,139,440,557 shares are were issued and outstanding; , and 10,000,000 5,700,250 authorized shares of preferred stock, of which 488,000 shares of Series A preferred stock, 1,000 shares of Series A Preferred Stock are issued C 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 AgreementNovember 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 22,793,357 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 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 AgreementAugust 13, 2025, the authorized capital stock of the Company consists of: 10,000,000,000 3,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 381,852,296 shares are were issued and outstanding; and 10,000,000 , 50,030,001 authorized shares of preferred stock, of which 1,000 13,992,3403 shares of Series A Preferred Stock are issued and outstandingconvertible stock, 100,000 1,327,670 shares of Series B Preferred Stock are issued SB convertible stock, and outstanding and 100,000 shares 1 share of Series D Preferred Stock are AA convertible 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 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 AgreementSeptember 28, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 80,000,000 authorized shares of Common Stock, of which 4,005,718,437 18,649,144 shares are were issued and outstanding; , and 10,000,000 15,000,000 authorized shares of preferred stock, of which 1,000 4,797,052 shares of Series F preferred stock and 328,925 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, 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 AgreementAugust 31, 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 1,578,844 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 AgreementMarch 25, 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 13,070,236 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 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 AgreementFebruary 19, 2025, the authorized capital stock of the Company consists of: 10,000,000,000 200,000,000 authorized shares of Common Stock, of which 4,005,718,437 128,957,407 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 AgreementApril 22, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 3,800,000,000 authorized shares of Common Stock, of which 4,005,718,437 1,427,565,404 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) 22,200 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 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 4,655,636 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 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 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 AgreementSeptember 23, 2024, the authorized capital stock of the Company consists of: 10,000,000,000 200,000,000 authorized shares of Common Stock, of which 4,005,718,437 128,957,407 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 AgreementMarch 28, 2024, 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 10,101,279 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 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 (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 20, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 700,000,000 authorized shares of Common Stock, of which 4,005,718,437 291,644,231 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 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 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 1, 2025, 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 1,999,999,999 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 outstandingpreferred stock, 100,000 4,500 shares of Series B Preferred Stock are issued preferred stock, and outstanding and 100,000 2,500 shares of Series D Preferred Stock are C 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, 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 SecuritiesAct. 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 13, 2025, the authorized capital stock of the Company consists of: 10,000,000,000 (i) 285,000,000 authorized shares of Common Stock, of which 4,005,718,437 49,984,338 shares are of Common Stock were issued and outstanding; , (ii) 5,000,000 authorized shares of Class B common stock, par value $0.00001 per share, of which 4,750,000 were issued and outstanding, and (iii) 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 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 AgreementFebruary 16, 2021, 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 4,469,762,151 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 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 AgreementOctober 1, 2020, the authorized capital stock of the Company consists of: 10,000,000,000 2,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 777,033,772 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 7, 2024, 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 10,999,534 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 AgreementDecember 31, 2014, 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 [ ] 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 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 AgreementAugust 18, 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 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 Agreementhereof, the authorized capital stock of the Company consists of: 10,000,000,000 41,666,667authorized shares of Common Stock, of which 4,005,718,437 28,283,286 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 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 (as 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) except as otherwise included 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 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 SecuritiesIssuance Shares, the Note or the Conversion Shares. 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 ___, 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 4,005,718,437 539,310,756 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 AgreementNovember 19, 2025, 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 2,005,025,697 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 outstandingpreferred stock, 100,000 14,155 shares of Series B Preferred Stock are issued preferred stock, 2,500 shares of Series C preferred stock and outstanding and 100,000 1,080 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, 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 SecuritiesAct. 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: 10,000,000,000 100,000,000 authorized shares of Common Stock, of which 4,005,718,437 17,890,277 shares are were issued and outstanding; 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 AgreementJanuary 12, 2023, the authorized capital stock of the Company consists of: 10,000,000,000 80,000,000 authorized shares of Common Stock, of which 4,005,718,437 19,070,190 shares are were issued and outstanding; , and 10,000,000 15,000,000 authorized shares of preferred stock, of which 1,000 4,797,052 shares of Series F preferred stock and 328,925 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, 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 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 AgreementAugust 30, 2019, the authorized capital stock of the Company consists of: 10,000,000,000 shares of Common Stock500,000,000 authorized Ordinary Shares, 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 178,979,693 Ordinary Shares were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares and the Conversion Ordinary 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 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 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 AgreementJuly 6, 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 10,239,307 shares are issued and were 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 AgreementMarch 13, 2025, the authorized capital stock of the Company consists of: 10,000,000,000 200,000,000 authorized shares of Common Stock, of which 4,005,718,437 128,957,407 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 AgreementJuly 12, 20241, the authorized capital stock of the Company consists of: 10,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 3,729,053,805 shares are were issued and outstanding; , and 20,000,000 authorized shares of preferred stock (consisting of 10,000,000 shares of Series A preferred stock and 10,000,000 shares of Series B preferred stock), of which 1,000 shares of 4,000,000 Series A Preferred Stock are issued preferred shares and outstanding, 100,000 zero 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 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 18, 2025, 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 1,999,999,999 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 outstandingpreferred stock, 100,000 4,500 shares of Series B Preferred Stock are issued preferred stock, 2,500 shares of Series C preferred stock, and outstanding and 100,000 810 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, 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 SecuritiesAct. 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-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 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 4,995,232 shares are were issued and outstanding; ), 4,450,460 series A senior convertible preferred shares (of which 1,684,849 shares were issued and 10,000,000 outstanding), 583,334 series B senior convertible preferred shares (of preferred stockwhich 481,566 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 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 (unless publicly available through the SEC’s ▇▇▇▇▇ system) 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 AgreementMarch 19, 2026, the authorized capital stock of the Company consists of: 10,000,000,000 900,000,000 authorized shares of Common Stock, of which 4,005,718,437 241,267,888 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, 548,850 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 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 10, 2026, the authorized capital stock of the Company consists of: 10,000,000,000 900,000,000 authorized shares of Common Stock, of which 4,005,718,437 191,007,313 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, 548,850 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 AgreementJune 5, 2024, 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 11,104,534 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 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 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 Agreement, the authorized capital stock of the Company consists of: 10,000,000,000 shares of Common Stock(i) 900,000,000,000 authorized Ordinary Shares, of which 4,005,718,437 shares are 45,633,750 Ordinary Shares were issued and outstanding; , (ii) 100,000,000,000 authorized Class B ordinary shares, of which 16,810,000 Class B ordinary shares were issued and 10,000,000 outstanding, and (iii) 0 authorized shares of preferred stock, of which 1,000 0 preferred 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 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 Ordinary Shares 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, 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 70,946,709 shares are were issued and outstanding; , and 10,000,000 50,000,000 authorized shares of preferred stock, stock (of which 1,000 40,000,000 authorized shares of Series A Preferred Stock are issued and outstandinghave been designated), 100,000 of which 40,000,000 shares of Series B A 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 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 are contained in the SEC Documents.

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 Agreement, the authorized capital stock of the Company consists of: 10,000,000,000 (1) 2,071,000,000 shares of Common Stock, of which 4,005,718,437 31,870,931 shares are issued and outstanding; and (2) 10,000,000 shares of preferred stock, 1,000,000 shares of which 1,000 shares of have been designated Series A Preferred Stock and 13,846 shares of which are issued and outstanding, 100,000 ; 10,000 shares of which have been designated Series B Preferred Stock and three (3) shares of which are issued and outstanding; 1,000 shares of which have been designated Series C Preferred Stock and thirteen (13) shares of which are issued and outstanding; and 100,000 shares of which have been designated Series D Preferred Stock and, as of the Closing, 15,000 shares of which will be issued and outstanding and 100,000 shares of Series D Preferred Stock are issued and outstandingheld by the Buyer. All of such outstanding shares of capital stock of the Company, the Commitment Shares Series D Preferred Stock 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 (i1) 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, (ii2) 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 (iii3) 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 AgreementApril 5, 2024, 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 2,618,031 shares are were issued and outstanding; , and 10,000,000 100,000,000 authorized shares of preferred stock, of which 1,000 100,000 shares of Series A Preferred Stock are issued stock and outstanding, 100,000 1,200,000 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 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 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 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 AgreementOctober 8, 2025, the authorized capital stock of the Company consists of: 10,000,000,000 200,000,000 authorized shares of Common Stock, of which 4,005,718,437 151,941,921 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 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 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 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 4,304,475 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 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 AgreementDecember 31, 2014, 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 40,545,545 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 Agreementhereof, the authorized capital stock of the Company consists of: 10,000,000,000 shares of Common Stock75,000,000 authorized Ordinary Shares, of which 4,005,718,437 shares are 523,778 Ordinary Shares were issued and outstanding; , and 10,000,000 no 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 issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company 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 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 Memorandum and Articles of Incorporation Association as in effect on the date hereof (the “Articles of IncorporationArticles”), 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 Ordinary Shares of the Company and the material rights of the holders thereof in respect thereto.