Common use of Capitalization; Status of Capital Stock Clause in Contracts

Capitalization; Status of Capital Stock. As of November 30, 1997, the authorized capital stock of the Company consisted of (i) 25,000,000 shares of Common Stock, par value $.001 per share, and (ii) 1,500,000 shares of Preferred Stock, without par value, of which 12,195,819 shares of Common Stock were issued and outstanding and 1,670,425 shares reserved for issuance (not including shares reserved for issuance in connection with the transactions contemplated hereby) and no shares of Preferred Stock were issued or outstanding. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. With the exception of the Shares, the Warrants, the Contingent Warrants, options to purchase 1,385,825 shares of Common Stock granted to directors, officers and other employees of the Company, options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plans, no options, warrants, subscriptions or rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorized, issued or outstanding. None of the Company's outstanding securities or authorized capital stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other person. To the Company's knowledge, and except as contemplated by this Agreement and as set forth in Schedule 2.5, there are no agreements, understandings, trusts or collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company. The offer and sale of all capital stock and other securities of the Company issued prior to the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect thereto.

Capitalization; Status of Capital Stock. As of November 30, 1997the Closing, the Company will have a total authorized capital stock of the Company consisted capitalization consisting of (i) 25,000,000 1,800,000 shares of Common Stock, $.01 par value $.001 per sharevalue, and (ii) 1,500,000 shares of Preferred Stock, without $.01 par value, of which 12,195,819 (A) 1,000,000 shares will be designated as Series A Preferred Stock, and (B) 500,000 shares will be designated as Series B Preferred Stock. As of the Closing, (i) 200,000 shares of Common Stock were will be issued and outstanding outstanding, (ii) 860,000 shares of Series A Preferred Stock will be issued and 1,670,425 shares reserved for issuance (not including shares reserved for issuance in connection with outstanding, and, without giving effect to the transactions contemplated hereby, (iii) and no shares of Series B Preferred Stock were will be issued or outstanding. A complete list of the capital stock of the Company which has been previously issued and the names in which such capital stock is registered on the stock transfer book of the Company is set forth in Exhibit 3.17 hereto. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. With The Preferred Shares when issued and delivered in accordance with the exception of terms hereof, will be duly authorized, validly issued, fully-paid and non-assessable. Except for the Shares, Safeguard Warrants and the Warrants, the Contingent Warrants, options to purchase 1,385,825 250,000 shares of Common Stock granted to directors, officers and other employees that will be reserved for issuance upon exercise of the Company, stock options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plansas further set forth in Exhibit 3.17, no options, warrants, subscriptions or purchase rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares or rights to acquire any of its capital stock or other securities except as contemplated by this Agreement. None of the Company's outstanding securities or authorized capital stock or the Preferred Stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholdershareholder, or any other person. To Person, except pursuant to the Company's knowledgeprovisions of (i) the Safeguard Warrants, (ii) the Safeguard Purchase Agreement, and except as contemplated by this Agreement (iii) the Voting and Stock Restriction Agreement. Except as set forth in Schedule 2.5Exhibit 3.17, there are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by relevant federal and state securities laws and as otherwise contemplated by or disclosed in this Agreement. Except as set forth in Exhibit 3.17, there are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company. The offer and sale of all capital stock and other securities of the Company issued prior to before the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect thereto.

Capitalization; Status of Capital Stock. As of November 30, 1997, the The authorized capital stock of the Company consisted consists of (i) 25,000,000 2,280,000 shares of Common Preferred Stock, par value $.001 per shareall of which have been designated Series A Convertible Preferred Stock, and (ii) 1,500,000 10,000,000 shares of Common Stock. Immediately prior to the Closing, 7,500,000 shares of the Company's Common Stock will be issued and outstanding, and no shares of Series A Convertible Preferred StockStock will have been issued. All issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, without par valueare fully paid, and non-assessable, and were issued in compliance with all applicable state and Federal securities laws. The Company has authorized and reserved, and covenants to continue to reserve, a sufficient number of which 12,195,819 shares of Common Stock were for issuance upon the conversion of the Purchased Shares, which when so issued and outstanding delivered, will be duly authorized and 1,670,425 shares reserved for issuance validly issued, fully paid, and non-assessable. Except as set forth on Exhibit 2.3 attached hereto or as otherwise contemplated by this Agreement: (not including shares reserved for issuance in connection with the transactions contemplated herebya) and there are no shares of Preferred Stock were issued options or outstanding. All the outstanding rights to purchase shares of capital stock of the Company have been duly Company, or securities convertible into shares of capital stock, authorized, issued or outstanding, and are validly issuedthe Company is not obligated in any manner to issue any shares of its capital stock or securities convertible into or evidencing any right to acquire shares of its capital stock, fully paid or to distribute to holders of any of its capital stock any evidence of indebtedness or assets; (b) no Person has any preemptive right, right of first refusal or similar right to acquire additional shares of capital stock in connection with the sale and non-assessable. With the exception purchase of the Shares, Purchased Shares or issuance of the Warrants, Common Shares pursuant to this Agreement or otherwise; (c) there are no restrictions on the Contingent Warrants, options to purchase 1,385,825 transfer of the shares of Common Stock granted to directors, officers and other employees capital stock of the Company, options other than those imposed by relevant state and Federal securities laws or the Charter; (d) no Person has any right to purchase 284,600 cause the Company to effect the registration under the Securities Act of any shares of Common Stock granted to the former Chief Executive Officer capital stock or any other securities (including debt securities) of the Company; (e) except for the agreements described in Section 3.10 below, the Company has no obligation to purchase, redeem or 8 -4- otherwise acquire any of its equity securities or any interests therein, or to pay any dividend or make any other distribution in respect thereto; and certain consultants (f) there are no voting trusts, stockholders' agreements, or proxies relating to any securities of the Company. A complete and correct schedule of the holders of the issued and outstanding capital stock of the Company, and options to purchase 1,591,200 shares the number of Common Stock authorized but not granted under the Company's stock option plans, no options, warrants, subscriptions or rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorizedbeneficially owned by such holders, issued or outstandingis set forth on Exhibit 2.3 attached hereto. None The Company has heretofore delivered to the Investors true and correct copies of its Charter and By-laws, each as amended and in effect on the date hereof and certified by the Company's outstanding securities or authorized capital stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other person. To the Company's knowledge, and except as contemplated by this Agreement and as set forth in Schedule 2.5, there are no agreements, understandings, trusts or collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company. The offer and sale of all capital stock and other securities of the Company issued prior to the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect theretoSecretary.

Capitalization; Status of Capital Stock. As of November 30, 1997, the The Company has a total authorized capital stock of the Company consisted capitalization consisting of (i) 25,000,000 seven million three hundred thousand (7,300,000) shares of Common Stock, par value $.001 per share, of which five million two hundred twelve thousand four hundred ninety-nine (5,212,499) shares are issued and outstanding on the date hereof; and (ii) 1,500,000 1,290,679 shares of preferred stock, par value $.001 per share, all of which shares are designated as Series A Preferred Stock, without par value, of which 12,195,819 no shares of Common Stock were are issued and outstanding and 1,670,425 shares reserved for issuance (not including shares reserved for issuance in connection with on the date hereof, without giving effect to the transactions contemplated hereby) . A complete list of the capital stock of the Company which has been previously issued and no shares the names in which such capital stock is registered on the stock transfer books of Preferred Stock were issued or outstandingthe Company is set forth in Exhibit 3.15 of the Disclosure Schedule. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. With The Series A Preferred Stock, when issued and delivered in accordance with the exception terms hereof and after payment of the purchase price therefor, and the Converted Shares, the Warrants, the Contingent Warrants, options to purchase 1,385,825 shares of Common Stock granted to directors, officers when issued and other employees delivered upon conversion of the CompanySeries A Preferred Stock, options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer will be duly authorized, validly issued, fully-paid and non-assessable. Except as set forth in Exhibit 3.15 of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plansDisclosure Schedule, no preemptive, conversion or other rights, options, warrants, subscriptions or purchase rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorized, issued or outstanding. None , nor is the Company obligated in any other manner to issue shares of the Company's outstanding securities or authorized its capital stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other person. To the Company's knowledge, and securities except as contemplated by this Agreement and the Financing Documents. Except as set forth in Schedule 2.5Exhibit 3.15 of the Disclosure Schedule, there are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement, the Shareholders Agreement, the Investor Rights Agreement and the Registration Rights Agreement. Other than as set forth in the Financing Documents, there are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company. The offer and sale of all capital stock and other securities of the Company issued prior to before the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect thereto.

Capitalization; Status of Capital Stock. As of November 30The Company has, 1997or before the Closing will have, the a total authorized capital stock of the Company consisted capitalization consisting of (i) 25,000,000 50,000,000 shares of Common Stock ("Common Stock"), par value $.001 per share, of which 13,654,402 shares are issued and outstanding and (ii) 1,500,000 1,000,000 shares of Preferred Stock ("Preferred Stock, without par value, ") of which 12,195,819 1,500 shares of Common Series C Preferred Stock were is issued and outstanding and 1,670,425 of which 700 shares reserved for issuance (not including shares reserved for issuance in connection with will be designated Series D Preferred Stock. On the date hereof, without giving effect to the transactions contemplated hereby) and , no shares of Preferred Stock are issued or outstanding other than the 1,500 shares of Series C Preferred Stock. All of the issued and outstanding shares of common stock have been duly authorized and validly issued, are fully paid, and non-assessable, and were issued in compliance with all applicable state and federal securities laws. Except as set forth in Section 2.3 of the Disclosure Schedule, the Company has no options or rights to purchase shares of its capital stock, or securities convertible into shares of its capital stock, authorized, issued or outstanding. All , nor is the outstanding Company obligated in any manner to issue shares of its capital stock or securities convertible into or evidencing any right to acquire shares of its capital stock, or to distribute to holders of any of its capital stock any evidence of indebtedness or assets; (b) no Person has any preemptive right, right of first refusal or similar right to acquire additional shares of capital stock in connection with the sale and purchase of the Purchased Shares pursuant to this Agreement or otherwise; (c) there are no restrictions on the transfer of the shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. With the exception of the Shares, the Warrants, the Contingent Warrants, options to purchase 1,385,825 shares of Common Stock granted to directors, officers and other employees of the Company, options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company other than those imposed by relevant state and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under federal securities laws or the Company's stock option plans, Articles of Incorporation (other than those contained in the Investor Rights Agreement); (d) no options, warrants, subscriptions or rights of Person has any nature right to acquire from the Company, or commitments of cause the Company to issueeffect the registration under the Securities Act of 1933, or securities convertible intoas amended (the "1933 Act"), of any shares of capital stock or any other securities are authorized, issued or outstanding. None (including debt securities) of the Company's outstanding Company (other than those contained in the Registration Rights Agreement or in that certain registration rights agreement by and between the Company and the Investor dated October 15, 1998); (e) the Company has no obligation (other than that contained in that certain Series C Preferred Stock Purchase Agreement by and between the Company and the Investor dated October 15, 1998) to purchase, redeem or otherwise acquire any of its equity securities or authorized capital stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholderinterests therein, or to pay any dividend or make any other person. To the Company's knowledge, distribution in respect thereto; and except as contemplated by this Agreement and as set forth in Schedule 2.5, (f) there are no voting trusts, stockholders' agreements, understandings, trusts or collaborative arrangements or understandings concerning the voting or transfer of the capital stock proxies relating to any securities of the Company. The offer and sale of all capital stock and other securities of the Company issued prior has heretofore delivered to the Closing complied with or were exempt from all applicable federal Investor true and state securities laws correct copies of its Articles of Incorporation and no stockholder has a right of rescission or damages with respect theretoBylaws, each as amended and in effect on the date hereof and certified by the Company's Secretary.

Capitalization; Status of Capital Stock. As of November 30, 1997the Closing, the Company will have a total authorized capital stock of the Company consisted capitalization consisting of (ia) 25,000,000 shares of Common Stock, $.01 par value $.001 per sharevalue, and (iib) 1,500,000 1,000,000 shares of Preferred Stock, without $.01 par value, of which 12,195,819 245,000 shares have been designated as Series A Preferred Stock and 35,000 shares will be designated as Series B Stock. As of the Closing, 4,440,835 shares of Common Stock were and 189,334 shares of Series A Preferred Stock will be issued and outstanding and 1,670,425 shares reserved for issuance (not including shares reserved for issuance in connection with outstanding, and, without giving effect to the transactions contemplated hereby) and , no shares of Preferred Series B Stock were will be issued or outstanding, other than such as shall be issued at the Closing. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. With the exception Schedule 3.16 sets forth all of the Shares, the Warrants, the Contingent Warrants, options to purchase 1,385,825 shares of Common Stock granted that are reserved for issuance upon exercise of outstanding stock options and warrants (in each case subject to directors, officers and other employees of the Company, options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plansbeing Equitably Adjusted). Except as set forth on SCHEDULE 3.16, no options, warrants, conversion rights, subscriptions or purchase rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares or rights to acquire any of its capital stock or other securities. None Except as described in the Company SEC Documents or set forth in SCHEDULE 3.16, none of the Company's outstanding securities or authorized capital stock are or the Series B Stock is subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other personPerson. To Except as described in the Company's knowledge, and except as contemplated by this Agreement and Company SEC Documents or as set forth in Schedule 2.5SCHEDULE 3.16, there are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement. Except as described in the Company SEC Documents or as set forth in SCHEDULE 3.16, there are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company. The offer and sale of all capital stock and other securities of the Company issued prior to before the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect thereto. Except as described in the Company SEC Documents, the Company does not have any stock option plans. The Company does not have outstanding, and has no obligation to grant or issue, any "phantom stock" or other right measured by the profits, revenues or results of operations of the Company or any portion thereof, or any similar rights. The Company has not adopted any rights plans or similar "poison pill" arrangements.

Capitalization; Status of Capital Stock. As of November 30, 1997the Closing, the Company will have a total authorized capitalization consisting of 30,000,000 shares of Common Stock and 20,000,000 shares of preferred stock, $.01 par value, of which 9,400,000 shares will be designated as Series A Preferred Stock. As of the Closing, 1,329,060 shares of Common Stock and 3,519,425 shares of Series A Preferred Stock will be issued and outstanding, without giving effect to the issuance of the Newly Issued Shares. The Certificate of Amendment has been approved by the Board of Directors and the stockholders of the Company in accordance with the New York Business Corporation Law. A complete list of the class and number of shares of the capital stock of the Company consisted of (i) 25,000,000 shares of Common Stock, par value $.001 per share, and (ii) 1,500,000 shares of Preferred Stock, without par value, of which 12,195,819 shares of Common Stock were have been previously issued and outstanding and 1,670,425 shares reserved for issuance (not including shares reserved for issuance the names in connection with which such capital stock is registered on the transactions contemplated hereby) and no shares stock transfer book of Preferred Stock were issued or outstandingthe Company is set forth in Schedule 4.17. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. With the exception of the Shares, the Warrants, the Contingent Warrants, options to purchase 1,385,825 shares of Common Stock granted to directors, officers and other employees of the Company, options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plansExcept as set forth in Schedule 4.17, no options, warrants, subscriptions or purchase rights of any nature to acquire from the Company, or commitments of the Company to issue, issue or securities convertible intosell, shares of capital stock or other securities of the Company are authorized, issued or outstanding, nor is the Company obligated in any other manner to issue or sell shares or rights to acquire any capital stock or other securities of the Company except as contemplated by this Agreement with regard to the Newly Issued Shares. None Neither the Outstanding Shares nor any other shares of Common Stock owned by the Parent Company are not subject to any restriction or agreement entered into by the Parent Company with respect thereto; including, without limitation, any voting agreement, pledge, agreement for purchase or sale, right of first refusal, other than this Agreement. Except as set forth in Schedule 4.17, none of the Company's outstanding securities or authorized capital stock are is subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other personPerson, except pursuant hereto. To the Company's knowledge, and except as contemplated by this Agreement and Except as set forth in Schedule 2.54.17, there are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement. Except as set forth in Schedule 4.17, there are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company. The offer and sale of all capital stock and other securities of the Company issued prior to the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect thereto.

Capitalization; Status of Capital Stock. As of November 30, 1997set forth in Exhibit 2.10, the authorized capital stock Capitalization Table and the Subsequent Capitalization Table, and as of the date hereof, the Company consisted had a total authorized capitalization consisting of five hundred million (i500,000,000) 25,000,000 shares of Common Stock, par value $.001 per share, and (ii) 1,500,000 shares of Preferred Stock, without 0.001 par value, and ten million (10,000,000) shares of which 12,195,819 preferred stock, $0.001 par value. As of June 30, 2011, 18,386,667 shares of Common Stock were issued and outstanding and 1,670,425 shares reserved for issuance (not including shares reserved for issuance in connection with the transactions contemplated hereby) outstanding, and no shares of Preferred Stock preferred stock were outstanding. No additional shares or warrants were issued or outstandingby the Company as of June 30, 2011. As of that date, the Company also has for a period of twenty-four (24) consecutive months from the Company's form 15c2-11 filing with FINRA, an option, outstanding to the Purchaser that allows the Purchaser to purchase an additional one million shares of Common Stock of the Company, exercisable at a price that is equal to the public offering price of the Common Stock in a future Form S-1 registration statement, and options outstanding issued to the Company's executives according to the Company's Employee Stock Option Plan (ESOP) that converts into two million shares of Common Stock at par face value ($0.001). As of that date, the Company also had commitments to issue Seven Hundred Fifteen Thousand (715,000) shares of Common Stock in Form S-8, of which Sixty Thousand (60,000) are to the Investor. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. With the exception of the Shares, the Warrants, the Contingent Warrants, options to purchase 1,385,825 shares of Common Stock granted to directors, officers and other employees of the Company, options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plans, no options, warrants, subscriptions or rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorized, issued or outstanding. None of the Company's ’s outstanding securities or authorized capital stock are is subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other person. To There are no restrictions on the Company's knowledge, transfer of shares of capital stock of the Company other than those imposed by relevant federal and except state securities laws and as otherwise contemplated by this Agreement and as set forth in Schedule 2.5, there Agreement. There are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the CompanyCompany to which the Company is a party. The offer Company does not have outstanding, and sale has no obligation to grant or issue, any “phantom stock” or other right measured by the profits, revenues or results of all capital stock and other securities operations of the Company issued prior to the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission any portion thereof; or damages with respect theretoany similar rights.

Capitalization; Status of Capital Stock. As of November 30, 1997, The Company represents and warrants that immediately prior to the authorized capital stock of Closing Date the Company consisted will have a total authorized capitalization consisting of (i) 25,000,000 100,000,000 shares of Common Stock, par value $.001 per share, and (ii) 1,500,000 shares of Preferred Stock, without par value, of which 12,195,819 18,808,748 shares are issued and outstanding, and (ii) 20,000,000 of Preferred Stock, of which 1,510,533 shares of Series A Convertible Preferred Stock are issued and outstanding and of which 6,316,706 shares of Series B Convertible Preferred Stock are issued and outstanding. The Company has reserved 5,000,000 shares of Common Stock were issued and outstanding and 1,670,425 shares reserved for issuance under the Company's 1996 Stock Incentive Plan (not including the "PLAN"), under which options to purchase 4,152,848 shares reserved have been granted, stock grants for issuance 5,775 shares have been made, and 841,377 shares remain available for future grant. Optionees under the Plan are currently in connection with the transactions contemplated hereby) and no process of exercising their options for shares of restricted stock that will be subject to repurchase by the Company. The Company has issued warrants to purchase 53,000 shares of Common Stock to certain individuals and has agreed to issue warrants to purchase 86,000 shares of Series B Preferred Stock were issued or outstandingto an equipment lessor. All of the outstanding shares of capital stock of the Company have been duly authorized, are validly issued and are fully paid and nonassessable and all shares issuable upon exercise of outstanding options and warrants have been duly authorized and, when issued in accordance with the terms of such options and warrants, will be validly issued, fully paid and non-assessablenonassessable. With the exception of the Shares, the Warrants, the Contingent Warrants, options to purchase 1,385,825 The Company has reserved sufficient shares of Common Stock granted to directors, officers and other employees for issuance upon conversion of the Company, options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer Series C Convertible Preferred. The Conversion Shares when issued and delivered upon conversion of the Company Series C Preferred, will be duly authorized, validly issued and certain consultants of fully paid and nonassessable. Except as set forth in this Agreement and the CompanyExhibits and Schedules attached hereto, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plans, there are no options, warrants, subscriptions warrants or rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, purchase shares of capital stock or other securities are authorized, issued or outstanding. None , nor is the Company obligated in any manner to issue shares of the Company's outstanding securities or authorized its capital stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other personsecurities. To the Company's knowledge, and except as contemplated by this Agreement and Except as set forth in Schedule 2.5this Agreement and the Exhibits and Schedules hereto, there are no agreements, understandings, trusts or collaborative arrangements or understandings concerning the voting or transfer holder of any security of the capital stock of Company is entitled to preemptive or similar statutory or contractual rights, either arising pursuant to any agreement or instrument to which the Company is a party or that are otherwise binding upon the Company. The offer and sale of all shares of capital stock and or other securities of the Company issued prior to before the Closing complied with or were exempt from registration or qualification under all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect theretolaws.

Capitalization; Status of Capital Stock. As The Company has a total --------------------------------------- authorized capitalization consisting of: (i) 2,900,000 shares of November 30Class A Voting Common Stock, 1997of which 2,006,280 shares are issued and outstanding and (ii) 40,000 shares of Class B Non-Voting Common Stock, no par value, of which 1,750 shares are issued and outstanding. A complete list of the authorized outstanding capital stock of the Company consisted of (i) 25,000,000 shares of Common Stock, par value $.001 per share, and (ii) 1,500,000 shares of Preferred Stock, without par value, of the names in which 12,195,819 shares of Common Stock were issued and outstanding and 1,670,425 shares reserved for issuance (not including shares reserved for issuance such capital stock is registered is set forth in connection with the transactions contemplated hereby) and no shares of Preferred Stock were issued or outstandingExhibit 3.20 hereto. All the outstanding shares of capital stock ------------ of the Company have been duly authorized, are validly issued and are validly issued, fully paid and non-assessablenonassessable. With the exception of the Shares, the Warrants, the Contingent Warrants, options to purchase 1,385,825 The shares of Common Stock granted to directors, officers and other employees issuable upon exercise of the CompanyWarrants, options when so issued, will be duly authorized, validly issued and fully paid and nonassessable. Except as otherwise indicated on Exhibit 3.20, there are no ------------ options, warrants or rights to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plans, no options, warrants, subscriptions or rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are of the Company authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares of its capital stock or other securities. None There are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by relevant state and federal securities laws. No holder of any security of the Company is entitled to preemptive or similar statutory or contractual rights, either arising pursuant to any agreement or instrument to which the Company is a party, or which are otherwise binding upon the Company's . Neither the issuance of the Notes or the Warrants nor the shares of Common Stock issued upon exercise of the Warrants will result in an adjustment under the antidilution or exercise rights of any holders of any outstanding securities or authorized shares of capital stock are subject to any rights of redemptionoptions, repurchase, rights of first refusal, preemptive rights warrants or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, rights to acquire any stockholder, or any other person. To the Company's knowledge, and except as contemplated by this Agreement and as set forth in Schedule 2.5, there are no agreements, understandings, trusts or collaborative arrangements or understandings concerning the voting or transfer of the capital stock securities of the Company. The offer and sale of all shares of capital stock and other securities of the Company issued prior to before the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect theretolaws.

Capitalization; Status of Capital Stock. As The Company has a total --------------------------------------- authorized capitalization consisting of November 30, 1997, the authorized capital stock of the Company consisted of (i) 25,000,000 30,000,000 shares of Common Stock, par value $.001 per share, and (ii) 1,500,000 shares of Preferred Stock, without par value, of which 12,195,819 _______ shares of Common Stock were are issued and outstanding and 1,670,425 shares reserved for issuance (not including shares reserved for issuance in connection with the transactions contemplated hereby) and no shares of Preferred Stock which are held by the Company as Treasury Stock. The Proxy Statement sets forth a complete list of those persons who, as of December 1, 1997, were issued or outstandingthe record and, to the best of the Company's knowledge, beneficial owners of more than five percent (5%) of the Company's outstanding Common Stock. All the outstanding shares of capital stock of the Company have been duly authorized, are validly issued and are validly issued, fully paid and non-assessablenonassessable. With the exception of the Shares, the Warrants, the Contingent Warrants, options to purchase 1,385,825 The shares of Common Stock granted to directors, officers and other employees issuable upon exercise of the CompanyWarrants, options when so issued, will be duly authorized, validly issued and fully paid and nonassessable. Except as otherwise indicated on Exhibit 3.20, there are no ------------ options, warrants or rights to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plans, no options, warrants, subscriptions or rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are of the Company authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares of its capital stock or other securities. None There are no restrictions on the transfer of shares of capital stock of the Company's outstanding Company other than those imposed by relevant state and federal securities laws. No holder of any security of the Company is entitled to preemptive or authorized capital stock are subject similar statutory or contractual rights, either arising pursuant to any agreement or instrument to which the Company is a party, or which are otherwise binding upon the Company. Neither the issuance of the Notes or the Warrants nor the shares of Common Stock issued upon exercise of the Warrants will result in an adjustment under the antidilution or exercise rights of redemptionany holders of any outstanding shares of capital stock, repurchaseoptions, rights of first refusal, preemptive rights warrants or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, rights to acquire any stockholder, or any other person. To the Company's knowledge, and except as contemplated by this Agreement and as set forth in Schedule 2.5, there are no agreements, understandings, trusts or collaborative arrangements or understandings concerning the voting or transfer of the capital stock securities of the Company. The offer and sale of all shares of capital stock and other securities of the Company issued prior to before the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect theretolaws.

Capitalization; Status of Capital Stock. As of November 30, 1997, the The Company has a total authorized capital stock of the Company consisted capitalization consisting of (i) 25,000,000 17,250,000 shares of Class B Common Stock, par value $.001 per share, and (ii) 1,500,000 shares of Preferred Stock, without .01 par value, of which 12,195,819 4,421,000 shares of Common Stock were are issued and outstanding on the date hereof, (ii) 3,040,000 shares of Class A Common Stock, $.01 par value, of which 3,040,000 shares are issued and 1,670,425 outstanding on the date hereof, (iii) 3,009,600 shares reserved for issuance of Series A Preferred Stock, of which 3,009,600 shares are issued and outstanding on the date hereof, and (not including iv) 7,246,036 shares reserved for issuance of Series B Preferred Stock, of which no shares are issued or outstanding, in connection with each case without giving effect to the transactions contemplated hereby) and no . A complete list of the capital shares of Preferred Stock were the Company which has been previously issued or outstandingand the names in which such capital shares are registered on the stock transfer books of the Company is set forth in EXHIBIT 3.16 hereto. All the outstanding capital shares of capital stock of the Company have been duly authorized, are validly issued and are fully paid and non-assessable. The Purchased Shares, when issued and delivered in accordance with the terms hereof and after payment of the purchase price therefor, and the Converted Shares, when issued and delivered upon conversion of the Purchased Shares, will be duly authorized, validly issued, fully paid and non-assessable. With the exception of the Shares, the Warrants, the Contingent Warrants, options to purchase 1,385,825 shares of Common Stock granted to directors, officers and other employees of the Company, options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plansExcept as otherwise set forth in EXHIBIT 3.16, no options, warrants, subscriptions or purchase rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorized, issued or outstanding. None of , nor is the Company's outstanding securities or authorized Company obligated in any other manner to issue its capital stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights shares or other similar rightssecurities except as contemplated by this Agreement. Except as set forth in EXHIBIT 3.16, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other person. To to the Company's knowledge, there are no restrictions on the transfer of capital shares of the Company other than those imposed by relevant Federal and except State securities laws and as otherwise contemplated by this Agreement, the Stockholders' Agreement and the Registration Rights Agreement. Except as set forth in Schedule 2.5EXHIBIT 3.16 and other than as provided in the above-referenced Stockholders' Agreement, to the Company's knowledge, there are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock shares of the Company. Except as set forth in EXHIBIT 3.16, to the Company's knowledge, there are no agreements, understandings or trusts concerning transfers of the capital shares of the Company except for the aforementioned Stockholders' Agreement, the aforementioned Registration Rights Agreement and except as contemplated by this Agreement. The offer and sale of all capital stock shares and other securities of the Company issued prior to before the Closing complied with or were exempt from all applicable federal Federal and state State securities laws and no stockholder has a right of rescission or damages with respect thereto.

Capitalization; Status of Capital Stock. As of November 30, 1997the Closing, the Company will have a total authorized capital stock of the Company consisted capitalization consisting of (ia) 25,000,000 shares of Common Stock, $.01 par value $.001 per sharevalue, and (iib) 1,500,000 1,000,000 shares of Preferred Stock, without $.01 par value, of which 12,195,819 245,000 shares have been designated as Series A Preferred Stock and 35,000 shares will be designated as Series B Stock. As of the Closing, 4,440,835 shares of Common Stock were and 189,334 shares of Series A Preferred Stock will be issued and outstanding and 1,670,425 shares reserved for issuance (not including shares reserved for issuance in connection with outstanding, and, without giving effect to the transactions contemplated hereby) and , no shares of Preferred Series B Stock were will be issued or outstanding, other than such as shall be issued at the Closing. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. With the exception Schedule 3.16 sets forth all of the Shares, the Warrants, the Contingent Warrants, options to purchase 1,385,825 shares of Common Stock granted that are reserved for issuance upon exercise of outstanding stock options and warrants (in each case subject to directors, officers and other employees of the Company, options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plansbeing Equitably Adjusted). Except as set forth on Schedule 3.16, no options, warrants, conversion rights, subscriptions or purchase rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares or rights to acquire any of its capital stock or other securities. None Except as described in the Company SEC Documents or set forth in Schedule 3.16, none of the Company's outstanding securities or authorized capital stock are or the Series B Stock is subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other personPerson. To Except as described in the Company's knowledge, and except as contemplated by this Agreement and Company SEC Documents or as set forth in Schedule 2.53.16, there are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement. Except as described in the Company SEC Documents or as set forth in Schedule 3.16, there are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company. The offer and sale of all capital stock and other securities of the Company issued prior to before the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect thereto. Except as described in the Company SEC Documents, the Company does not have any stock option plans. The Company does not have outstanding, and has no obligation to grant or issue, any "phantom stock" or other right measured by the profits, revenues or results of operations of the Company or any portion thereof, or any similar rights. The Company has not adopted any rights plans or similar "poison pill" arrangements.

Capitalization; Status of Capital Stock. As of November 30, 1997set forth in Exhibit 2.10, the authorized capital stock Capitalization Table and the Subsequent Capitalization Table, and as of the date hereof, the Company consisted had a total authorized capitalization consisting of five hundred million (i500,000,000) 25,000,000 shares of Common Stock, par value $.001 per share, and (ii) 1,500,000 shares of Preferred Stock, without 0.001 par value, and ten million (10,000,000) shares of which 12,195,819 preferred stock, $0.001 par value. As of December 31, 2010, 17,980,000 shares of Common Stock were issued and outstanding and 1,670,425 shares reserved for issuance (not including shares reserved for issuance in connection with the transactions contemplated hereby) outstanding, and no shares of Preferred Stock preferred stock were outstanding. No additional shares or warrants were issued or outstandingby the Company as of December 31, 2010. As of that date, the Company also has for a period of twenty-four (24) consecutive months from the Company's form 15-C-211 filing with FINRA, an option, outstanding to the Purchaser that allows the Purchaser to purchase an additional one million shares of Common Stock of the Company, exercisable at a price that is equal to the public offering price of the Common Stock in a future Form S-1 registration statement, and options outstanding issued to the Company's executives according to the Company's Employee Stock Option Plan (ESOP) that converts into two million shares of Common Stock at par face value ($0.001). As of that date, the Company also had commitments to issue two hundred thirty-five thousand (235,000) shares of Common Stock in Form S-8. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. With the exception of the Shares, the Warrants, the Contingent Warrants, options to purchase 1,385,825 shares of Common Stock granted to directors, officers and other employees of the Company, options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plans, no options, warrants, subscriptions or rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorized, issued or outstanding. None of the Company's ’s outstanding securities or authorized capital stock are is subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other person. To There are no restrictions on the Company's knowledge, transfer of shares of capital stock of the Company other than those imposed by relevant federal and except state securities laws and as otherwise contemplated by this Agreement and as set forth in Schedule 2.5, there Agreement. There are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the CompanyCompany to which the Company is a party. The offer Company does not have outstanding, and sale has no obligation to grant or issue, any “phantom stock” or other right measured by the profits, revenues or results of all capital stock and other securities operations of the Company issued prior to the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission any portion thereof; or damages with respect theretoany similar rights.

Capitalization; Status of Capital Stock. As of November 30, 1997the Closing, the Company will have a total authorized capitalization consisting of (i) 12,000,000 shares of Common Stock, $.001 par value and (ii) 7,200,000 shares of Preferred Stock, $.01 par value, of which 6,200,000 shares will be designated as Series A Preferred Stock and 1,000,000 shares will be designated as Series B Preferred Stock. As of the Closing, 1,506,000 shares of Common Stock will be issued and outstanding. A complete list of the capital stock of the Company consisted of (i) 25,000,000 shares of Common Stock, par value $.001 per share, and (ii) 1,500,000 shares of Preferred Stock, without par value, of which 12,195,819 shares of Common Stock were has been previously issued and outstanding and 1,670,425 shares reserved for issuance (not including shares reserved for issuance the names in connection with which such capital stock is registered on the transactions contemplated hereby) and no shares stock transfer book of Preferred Stock were issued or outstandingthe Company is set forth in Exhibit 3.13 hereto. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. With The Shares when issued and delivered in accordance with the exception terms hereof, and the Conversion Shares, when issued and delivered upon conversion of the Preferred Shares, the Warrantswill be duly authorized, the Contingent Warrantsvalidly issued, options to purchase 1,385,825 fully-paid and non-assessable. Except for 2,112,000 shares of Common Stock granted that are reserved for issuance upon exercise of stock options, 177,083 shares of Series A Preferred Stock that have been reserved for issuance upon exercise of Warrants issued or to directors, officers be issued to Comdisco (the "Comdisco Leasing Warrants") and other employees of the Company, options to purchase 284,600 shares of Common Stock granted to reserved for issuance upon the former Chief Executive Officer conversion of the Company currently outstanding Series A Preferred Stock and certain consultants the Series A Preferred Stock which may be issued upon exercise of the CompanyComdisco Leasing Warrants, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plansall as further set forth in Exhibit 3.13, no options, warrants, subscriptions or purchase rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorized, issued or outstanding. None of the Company's outstanding securities or authorized capital stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other person. To the Company's knowledge, and except as contemplated by this Agreement and as set forth in Schedule 2.5, there are no agreements, understandings, trusts or collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company. The offer and sale of all capital stock and other securities of the Company issued prior to the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect thereto.nor is

Capitalization; Status of Capital Stock. As of November 30, 1997, the The Company has a total authorized capital stock of the Company consisted capitalization consisting of (i) 25,000,000 10,000,000 shares of Common Stock, $.02 par value $.001 per share, of which 4,543,421 shares were issued and outstanding as of the close of business on June 17, 1997, and (ii) 1,500,000 1,000,000 shares of Preferred Stock, without no par value, of which 12,195,819 504,950 shares are designated Series A Preferred Stock and are issued or outstanding. The Company has authorized and reserved a sufficient number of shares of the Common Stock were issued and outstanding and 1,670,425 shares reserved for issuance in exchange for the Purchased Shares as contemplated by this Agreement. Except as set forth in the Registration Statement (not including as defined below) or as otherwise contemplated by this Agreement: (a) the Company has no options or rights to purchase shares reserved for issuance of its capital stock, or securities convertible into shares of its capital stock, authorized, issued or outstanding, nor is the Company obligated in any manner to issue shares of its capital stock or securities convertible into or evidencing any right to acquire shares of its capital stock, or to distribute to holders of any of its capital stock any evidence of indebtedness or assets; (b) no entity has any preemptive right, right of first refusal or similar right to acquire additional shares of capital stock in connection with the transactions contemplated herebyissuance of the Exchange Shares pursuant to this Agreement or otherwise; (c) and there are no shares restrictions on the transfer of Preferred Stock were issued or outstanding. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. With the exception of the Shares, the Warrants, the Contingent Warrants, options to purchase 1,385,825 shares of Common Stock granted to directors, officers and other employees of the Company, options other than those imposed by relevant state and Federal securities laws; (d) no entity has any right to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plans, no options, warrants, subscriptions or rights of any nature to acquire from the Company, or commitments of cause the Company to issue, or securities convertible into, effect the registration under the Securities Act of any shares of capital stock or any other securities are authorized, issued or outstanding. None (including debt securities) of the Company's outstanding ; (e) the Company has no obligation to purchase, redeem or otherwise acquire any of its equity securities or authorized capital stock any interests therein, or to pay any dividend or make any other distribution in respect thereto; and (f) there are subject no voting trusts, stockholders' agreements, or proxies relating to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit securities of the Company, any stockholder, or any other person. To the Company's knowledge, and except as contemplated by this Agreement and as set forth in Schedule 2.5, there are no agreements, understandings, trusts or collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company. The offer and sale of all capital stock and other securities of the Company issued prior to the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect thereto.

Capitalization; Status of Capital Stock. As of November 30, 1997, the The Company has a total authorized capital stock of the Company consisted capitalization consisting of (i) 25,000,000 1,035,000,000 shares of Common Stock, par value $.001 per share, of which 41,754,113 shares are issued and outstanding on the date hereof; and (ii) 1,500,000 865,000,000 shares of preferred stock, par value $.001 per share, (a) 2,100 of which shares are designated as Series B Preferred Stock, without par valuenone of which are issued and outstanding on the date hereof, and (b) 816,949,489 of which shares are designated as Series D Preferred Stock, of which 12,195,819 522,278,973 shares of Common Stock were are issued and outstanding and 1,670,425 shares reserved for issuance (not including shares reserved for issuance in connection with on the date hereof, without giving effect to the transactions contemplated hereby) and no . As of the Closing, the Company shall have 816, 949,489 shares of its preferred stock which shall have been designated as Series D Preferred Stock were issued or outstandingStock. A complete list of the capital stock of the Company and the names in which such capital stock is currently registered on the stock transfer books of the Company is set forth in Exhibit 3.15 hereto. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. With The Series D Preferred Stock, when issued and delivered in accordance with the exception terms hereof and after payment of the purchase price or provision of such other applicable consideration therefor, will be duly authorized, validly issued, fully paid and non-assessable. The Converted Shares, the Warrants, the Contingent Warrants, options to purchase 1,385,825 shares of Common Stock granted to directors, officers when issued and other employees delivered upon conversion of the CompanySeries D Preferred Stock, options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company will be duly authorized, validly issued, fully-paid and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plansnon-assessable. Except as otherwise set forth in Exhibit 3.15, no preemptive, conversion or other rights, options, warrants, subscriptions or purchase rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorized, issued or outstanding. None , nor is the Company obligated in any other manner to issue shares of the Company's outstanding securities or authorized its capital stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other person. To the Company's knowledge, and securities except as contemplated by this Agreement and Agreement. Except as set forth in Schedule 2.5Exhibit 3.15, there are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement, the Stockholders Agreement and the Investor Rights Agreement. Other than as provided in this Section, there are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company. The Subject to applicable representations and warranties by purchasers of the Company’s capital stock, the offer and sale of all capital stock and other securities of the Company issued prior to before the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect thereto.

Capitalization; Status of Capital Stock. As of November 30, 1997, the The authorized ---------------------------------------------------- capital stock of the Company consisted consists of (i) 25,000,000 5,000,000 shares of Common Preferred Stock, par value $.001 per share4,000 of which have been designated Series A Preferred Stock, and (ii) 1,500,000 50,000,000 shares of Common Stock. As of December 22, 1999 there were 17,799,931 shares of the Company's Common Stock issued and outstanding and, immediately prior to the Closing, no more than 18,000,000 shares of the Company's Common Stock will be issued and outstanding and 2,525 shares of Series A Preferred StockStock will be issued and outstanding. All issued and outstanding shares of the Company's Common Stock and Series A Preferred Stock have been duly authorized and validly issued, without par valueare fully paid, and non-assessable, and were issued in compliance with all applicable state and Federal securities laws. The Company has authorized and reserved, and covenants to continue to reserve, a sufficient number of which 12,195,819 shares of Common Stock were for issuance upon the exercise of the Warrants as well as upon the contingencies set forth in Section 1.3 above, which when so issued and outstanding delivered, will be duly authorized and 1,670,425 shares reserved for issuance validly issued, fully paid, and non-assessable. Except as set forth on Exhibit 2.3 attached hereto or as ----------- otherwise contemplated by this Agreement: (not including shares reserved for issuance in connection with the transactions contemplated herebya) and there are no shares of Preferred Stock were issued options or outstanding. All the outstanding rights to purchase shares of capital stock of the Company have been duly Company, or securities convertible into shares of capital stock, authorized, issued or outstanding, and are validly issuedthe Company is not obligated in any manner to issue any shares of its capital stock or securities convertible into or evidencing any right to acquire shares of its capital stock, fully paid or to distribute to holders of any of its capital stock any evidence of indebtedness or assets; (b) no person has any preemptive right, right of first refusal or similar right to acquire additional shares of capital stock in connection with the sale and non-assessable. With the exception purchase of the Shares, Purchased Shares or issuance upon exercise of the Warrants, Warrants of the Contingent Warrants, options to purchase 1,385,825 Common Shares issuable thereunder or otherwise; (c) there are no restrictions on the transfer of the shares of Common Stock granted to directors, officers and other employees capital stock of the Company, options other than those imposed by relevant state and Federal securities laws or the Charter; (d) no person has any right to purchase 284,600 cause the Company to effect the registration under the Securities Act of any shares of Common Stock granted to the former Chief Executive Officer capital stock or any other securities (including debt securities) of the Company; (e) the Company has no obligation to purchase, redeem or otherwise acquire any of its equity securities or any interests therein, or to pay any dividend or make any other distribution in respect thereto; and certain consultants (f) there are no voting trusts, stockholders' agreements, or proxies relating to any securities of the Company. A complete and correct schedule of the holders of five percent (5%) or more of the issued and outstanding capital stock of the Company, and options to purchase 1,591,200 shares the number of Common Stock authorized but not granted under the Company's stock option plans, no options, warrants, subscriptions or rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorizedbeneficially owned by such holders, issued or outstandingis set forth on Exhibit 2.3 attached hereto. None The Company has heretofore delivered to ----------- the Investors true and correct copies of its Charter and By-laws, each as amended and in effect on the date hereof and certified by the Company's outstanding securities or authorized capital stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other person. To the Company's knowledge, and except as contemplated by this Agreement and as set forth in Schedule 2.5, there are no agreements, understandings, trusts or collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company. The offer and sale of all capital stock and other securities of the Company issued prior to the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect theretoSecretary.

Capitalization; Status of Capital Stock. As The Company has a total authorized capitalization consisting of November 30, 1997, the authorized capital stock of the Company consisted of (i) 25,000,000 20,000,000 shares of Common Stock, par value $.001 per share, of which 8,428,245 shares are issued and (ii) 1,500,000 outstanding and 1,000,000 shares of Preferred Stock, without par value, of which 12,195,819 no shares are issued and outstanding. Exhibit 3.16 hereto sets forth a complete list of (i) all holders of five percent or more of any class of the Company's capital stock known to the Company and (ii) all officers and directors of the Company who hold any shares of Common Stock were issued and outstanding and 1,670,425 shares reserved for issuance (not including shares reserved for issuance in connection with any class of the transactions contemplated hereby) and no shares of Preferred Stock were issued or outstandingCompany's capital stock. All of the outstanding shares of capital stock of the Company have been duly authorized, are validly issued and are validly issued, fully paid and non-assessable. With the exception The shares of the Shares, Company's Common Stock issuable upon exercise of the Warrants, the Contingent Warrantswhen so issued, options to purchase 1,385,825 shares of Common Stock granted to directorswill be duly authorized, officers validly issued and other employees of the Companyfully paid and non-assessable. Except as otherwise indicated on Exhibit 3.16, options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plans, there are no options, warrants, subscriptions warrants or rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, purchase shares of capital stock or other securities are of the Company authorized, issued or outstanding. None , nor is the Company obligated in any other manner to issue shares of the Company's outstanding securities or authorized its capital stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other personsecurities. To the Company's knowledge, and except as contemplated by this Agreement and as set forth in Schedule 2.5, there There are no agreements, understandings, trusts or collaborative arrangements or understandings concerning restrictions on the voting or transfer of the shares of capital stock of the Company other than those imposed by relevant state and federal securities laws. No holder of any security of the Company is entitled to preemptive or similar statutory or contractual rights, either arising pursuant to any agreement or instrument to which the Company is a party, or which are otherwise binding upon the Company. The offer and sale of all shares of capital stock and other securities of the Company issued prior to before the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect theretolaws.

Capitalization; Status of Capital Stock. As of November 30, 1997the Closing, the Company will have a total authorized capitalization consisting of (i) 11,000,000 shares of Common Stock, $.001 par value, and (ii) 6,200,000 shares of Preferred Stock, $.01 par value, of which 6,200,000 shares will be designated as Series A Preferred Stock. As of the Closing, 1,506,000 shares of Common Stock will be issued and outstanding and/or committed for issuance without giving effect to the transactions contemplated hereby. A complete list of the capital stock of the Company consisted of (i) 25,000,000 shares of Common Stock, par value $.001 per share, and (ii) 1,500,000 shares of Preferred Stock, without par value, of which 12,195,819 shares of Common Stock were has been previously issued and outstanding and 1,670,425 shares reserved for issuance (not including shares reserved for issuance the names in connection with which such capital stock is registered on the transactions contemplated hereby) and no shares stock transfer book of Preferred Stock were issued or outstandingthe Company is set forth in Exhibit 3.13 hereto. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. With The Shares when issued and delivered in accordance with the exception terms hereof, and the Conversion Shares, when issued and delivered upon conversion of the Preferred Shares, the Warrantswill be duly authorized, the Contingent Warrantsvalidly issued, options to purchase 1,385,825 fully-paid and non-assessable. Except for 2,112,000 shares of Common Stock granted to directorsthat will be reserved for issuance upon exercise of stock options, officers and other employees of the Company, options to purchase 284,600 70,000 shares of Common Stock granted that have been reserved for issuance to certain individuals with the former Chief Executive Officer approval of the Company and certain consultants Board of Directors including a majority of the CompanyInvestor Directors (including Chrixxxxxxx Xxxxxxxx xx his successor), and options to purchase 1,591,200 200,000 shares of Common Series A Preferred Stock authorized but not granted under that have been reserved for issuance to certain individuals with the Company's stock option plansapproval of the Board of Directors including a majority of the Investor Directors (including Chrixxxxxxx Xxxxxxxx xx his successor), all as further set forth in Exhibit 3.13, no options, warrants, subscriptions or purchase rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares or rights to acquire any of its capital stock or other securities except as contemplated by this Agreement. None of the Company's outstanding securities or authorized capital stock or the Preferred Stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other personPerson, except pursuant hereto and the 17 - 16 - Voting and Co-Sale Agreement or as set forth on Exhibit 3.13. To the Company's knowledge, and except as contemplated by this Agreement and Except as set forth in Schedule 2.5Exhibit 3.13, there are no agreements, understandings, trusts or collaborative arrangements or understandings concerning restrictions on the voting or transfer of the shares of capital stock of the CompanyCompany other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement. The offer and sale of all capital stock and other securities of the Company issued prior to before the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect thereto.

Capitalization; Status of Capital Stock. As of November 30, 1997set forth in Exhibit 2.10, the authorized capital stock Capitalization Table and the Subsequent Capitalization Table, and as of the date hereof, the Company consisted had a total authorized capitalization consisting of Five Hundred Million (i500,000,000) 25,000,000 shares of Common Stock, par value $.001 per share, and (ii) 1,500,000 shares of Preferred Stock, without 0.001 par value, and Ten Million (10,000,000) shares of which 12,195,819 preferred stock, $0.001 par value. As of the date of this Agreement and without taking into account the shares and warrants/options to be acquired by the Purchaser pursuant to this Agreement, As of November 19, 2013, the Company had Eighty Five million One hundred and Fifteen Thousand, two hundred and Forty Two (85,115,242) shares of common stock issued and outstanding shares of Common Stock were issued and outstanding and 1,670,425 shares reserved for issuance (not including shares reserved for issuance in connection with the transactions contemplated hereby) outstanding, and no shares of Preferred Stock preferred stock were issued or outstanding. As of this Agreement, no outstanding warrants and options are to purchase shares or issued by the Company to the Purchaser or others All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. With the exception of the Shares, the Warrants, the Contingent Warrants, options to purchase 1,385,825 shares of Common Stock granted to directors, officers and other employees of the Company, options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plans, no options, warrants, subscriptions or rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorized, issued or outstanding. None of the Company's ’s outstanding securities or authorized capital stock are is subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other person. To There are no restrictions on the Company's knowledge, transfer of shares of capital stock of the Company other than those imposed by relevant federal and except state securities laws and as otherwise contemplated by this Agreement and as set forth in Schedule 2.5, there Agreement. There are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the CompanyCompany to which the Company is a party. The offer Company does not have outstanding, and sale has no obligation to grant or issue, any “phantom stock” or other right measured by the profits, revenues or results of all capital stock and other securities operations of the Company issued prior to the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission any portion thereof; or damages with respect theretoany similar rights.

Capitalization; Status of Capital Stock. As of November 30, 1997, the The Company has a total authorized capital stock of the Company consisted capitalization consisting of (i) 25,000,000 180,000,000 shares of Common Stock, par value $.001 per share, of which 26,210,001 shares are issued and outstanding on the date hereof; and (ii) 1,500,000 10,000,000 shares of preferred stock, par value $.001 per share, (a) 4,000 of which shares are designated as Series A Preferred Stock, without par valueof which no shares are issued and outstanding on the date hereof, (b) 3,635 of which shares are designated as Series B Preferred Stock, of which 12,195,819 approximately 2,087 shares of Common Stock were are issued and outstanding on the date hereof, and 1,670,425 (c) 2,000 of which shares reserved for issuance (not including are designated as Series C Preferred Stock, of which 1,795 shares reserved for issuance are issued and outstanding on the date hereof, in connection with each case without giving effect to the transactions contemplated hereby) and no . As of the Closing, the Company shall have 600,000,000 shares of its preferred stock which shall have been designated as Series D Preferred Stock were issued or outstandingStock. A complete list of the capital stock of the Company and the names in which such capital stock is currently registered on the stock transfer books of the Company is set forth in Exhibit 3.15 hereto. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. With the exception of the Shares, The Series D Preferred Stock and the Warrants, when issued and delivered in accordance with the Contingent terms hereof and after payment of the purchase price or provision of such other applicable consideration therefor, will be duly authorized, validly issued, fully paid and non-assessable. The Converted Shares, when issued and delivered upon conversion of the Series D Preferred Stock or any other preferred shares and the Warrant Shares, when issued and delivered upon the exercise of the Warrants, options to purchase 1,385,825 shares of Common Stock granted to directorswill be duly authorized, officers validly issued, fully-paid and other employees of the Company, options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plansnon-assessable. Except as otherwise set forth in Exhibit 3.15, no preemptive, conversion or other rights, options, warrants, subscriptions or purchase rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorized, issued or outstanding. None , nor is the Company obligated in any other manner to issue shares of the Company's outstanding securities or authorized its capital stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other person. To the Company's knowledge, and securities except as contemplated by this Agreement and Agreement. Except as set forth in Schedule 2.5Exhibit 3.15, there are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement, the Stockholders Agreement and the Investor Rights Agreement. Other than as provided in this Section, there are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company. The Subject to applicable representations and warranties by purchasers of the Company's capital stock, the offer and sale of all capital stock and other securities of the Company issued prior to before the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect thereto.

Capitalization; Status of Capital Stock. As of November 30, 1997set forth in Exhibit 2.10, the authorized capital stock Capitalization Table and the Subsequent Capitalization Table, and as of the date hereof, the Company consisted had a total authorized capitalization consisting of Five Hundred Million (i500,000,000) 25,000,000 shares of Common Stock, par value $.001 per share, and (ii) 1,500,000 shares of Preferred Stock, without 0.001 par value, and Ten Million (10,000,000) shares of which 12,195,819 preferred stock, $0.001 par value. As of Sep. 30, 2011, Nineteen Million Four Hundred Forty-Three Thousand Three Hundred Thirty-Four (19,443,334) shares of Common Stock were issued and outstanding and 1,670,425 shares reserved for issuance (not including shares reserved for issuance in connection with the transactions contemplated hereby) outstanding, and no shares of Preferred Stock preferred stock were outstanding. No additional shares or warrants were issued or outstandingby the Company as of Sep. 30, 2011. As of that date, the Company also has for a period of 24 consecutive months from the Company's form 15c2-11 filing with FINRA, an option, outstanding to the Purchaser that allows the Purchaser to purchase an additional one million shares of Common Stock of the Company, exercisable at a price that is equal to the public offering price of the Common Stock in a future Form S-1 registration statement, and options outstanding issued to the Company's executives according to the Company's Employee Stock Option Plan (ESOP) that converts into two million shares of Common Stock at par face value ($0.001). All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. With the exception of the Shares, the Warrants, the Contingent Warrants, options to purchase 1,385,825 shares of Common Stock granted to directors, officers and other employees of the Company, options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plans, no options, warrants, subscriptions or rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorized, issued or outstanding. None of the Company's ’s outstanding securities or authorized capital stock are is subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other person. To There are no restrictions on the Company's knowledge, transfer of shares of capital stock of the Company other than those imposed by relevant federal and except state securities laws and as otherwise contemplated by this Agreement and as set forth in Schedule 2.5, there Agreement. There are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the CompanyCompany to which the Company is a party. The offer Company does not have outstanding, and sale has no obligation to grant or issue, any “phantom stock” or other right measured by the profits, revenues or results of all capital stock and other securities operations of the Company issued prior to the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission any portion thereof; or damages with respect theretoany similar rights.

Capitalization; Status of Capital Stock. As of November 30, 1997, the The Company has a total authorized capital stock of the Company consisted capitalization consisting of (i) 25,000,000 24,000,000 shares of Class B Common Stock, par value $.001 per share, and (ii) 1,500,000 shares of Preferred Stock, without .01 par value, of which 12,195,819 6,314,880 shares of Common Stock were are issued and outstanding on the date hereof, (ii) 3,040,000 shares of Class A Common Stock, $.01 par value, of which 3,040,000 shares are issued and 1,670,425 outstanding on the date hereof, (iii) 3,009,600 shares reserved for issuance of Series A Preferred, of which 3,009,600 shares are issued and outstanding on the date hereof, (not including iv) 7,246,036 shares reserved for issuance of Series B Preferred, of which 7,042,254 shares are issued and outstanding on the date hereof, and (v) 4,727,786 shares of Series C Preferred, of which no shares are issued or outstanding, in connection with each case without giving effect to the transactions contemplated hereby) and no . A complete list of the capital shares of Preferred Stock were the Company which has been previously issued or outstandingand the names in which such capital shares are registered on the stock transfer books of the Company is set forth in EXHIBIT 3.16 hereto. All the outstanding capital shares of capital stock of the Company have been duly authorized, are validly issued and are fully paid and non-assessable. The Purchased Shares, when issued and delivered in accordance with the terms hereof and after payment of the purchase price therefor, and the Converted Shares, when issued and delivered upon conversion of the Purchased Shares, will be duly authorized, validly issued, fully paid and non-assessable. With the exception of the Shares, the Warrants, the Contingent Warrants, options to purchase 1,385,825 shares of Common Stock granted to directors, officers and other employees of the Company, options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plansExcept as otherwise set forth in EXHIBIT 3.16, no options, warrants, subscriptions or purchase rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorized, issued or outstanding. None of , nor is the Company's outstanding securities or authorized Company obligated in any other manner to issue its capital stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights shares or other similar rightssecurities except as contemplated by this Agreement. Except as set forth in EXHIBIT 3.16, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other person. To to the Company's knowledge, there are no restrictions on the transfer of capital shares of the Company other than those imposed by relevant Federal and except State securities laws and as otherwise contemplated by this Agreement, the Stockholders' Agreement and the Registration Rights Agreement. Except as set forth in Schedule 2.5EXHIBIT 3.16 and other than as provided in the above-referenced Stockholders' Agreement, to the Company's knowledge, there are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock shares of the Company. Except as set forth in EXHIBIT 3.16, to the Company's knowledge, there are no agreements, understandings or trusts concerning transfers of the capital shares of the Company except for the aforementioned Stockholders' Agreement, the aforementioned Registration Rights Agreement and except as contemplated by this Agreement. The offer and sale of all capital stock shares and other securities of the Company issued prior to before the Closing complied with or were exempt from all applicable federal Federal and state State securities laws and no stockholder has a right of rescission or damages with respect thereto.

Capitalization; Status of Capital Stock. As of November 30, 1997, the The Company has a total authorized capital stock of the Company consisted capitalization consisting of (i) 25,000,000 300,000,000 shares of Common Stock, par value $.001 .01 per share, of which 19,222,655 shares are issued and outstanding and (ii) 1,500,000 10,000,000 shares of Preferred Stock, without par valuevalue $.01 per share, of which 12,195,819 (A) 1,100,000 shares are designated as Series A Convertible Preferred Stock, all of Common Stock were which shares are issued and outstanding on the date hereof, (B) 1,327,500 shares are designated as Series B Convertible Preferred Stock, all of which shares are issued and 1,670,425 outstanding on the date hereof, (C) 145,195 shares reserved for issuance are designated as Series C Convertible Preferred Stock, of which no shares are issued and outstanding on the date hereof, (not including D) 685,194 shares reserved for issuance in connection with are designated as Series D Convertible Preferred Stock, all of which shares are issued and outstanding on the date hereof, and (D) 1,867,480 shares are designated as Series E Convertible Preferred Stock, of which no shares are issued and outstanding on the date hereof, prior to giving effect to the transactions contemplated hereby) . Set forth on Exhibit 3.15 is the number of issued and no outstanding shares of Preferred Stock were issued or outstandingthe capital stock of the Company. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. With The Preferred Shares, when issued and delivered in accordance with the exception terms hereof and after payment of the purchase price therefor and the Converted Shares, the Warrants, the Contingent Warrants, options to purchase 1,385,825 shares of Common Stock granted to directors, officers when issued and other employees delivered upon conversion of the CompanyPreferred Shares, options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company will be duly authorized, validly issued, fully-paid and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plansnon-assessable. Except as otherwise set forth in Exhibit 3.15, no options, warrants, subscriptions or purchase rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorized, issued or outstanding. None , nor is the Company obligated in any other manner to issue shares of the Company's outstanding securities or authorized its capital stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other person. To the Company's knowledge, and securities except as contemplated by this Agreement and Agreement. Except as set forth in Schedule 2.5Exhibit 3.15, there are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement, the Amended and Restated Stockholders Agreement, the Amended and Restated Registration Rights Agreement, the Certificate of Incorporation and stock restriction and right of first refusal agreements between the Company and certain of its employees. Other than as provided in this Section and in the Amended and Restated Stockholders Agreement, there are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company. The offer and sale of all capital stock and other securities of the Company issued prior to before the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect thereto.

Capitalization; Status of Capital Stock. As of November 30, 1997set forth in Exhibit 2.10, the authorized capital stock Capitalization Table and the Subsequent Capitalization Table, and as of the date hereof, the Company consisted had a total authorized capitalization consisting of five hundred million (i500,000,000) 25,000,000 shares of Common Stock, par value $.001 per share, and (ii) 1,500,000 shares of Preferred Stock, without 0.001 par value, and ten million (10,000,000) shares of which 12,195,819 preferred stock, $0.001 par value. As of March 31, 2011, 18,246,667 shares of Common Stock were issued and outstanding and 1,670,425 shares reserved for issuance (not including shares reserved for issuance in connection with the transactions contemplated hereby) outstanding, and no shares of Preferred Stock preferred stock were outstanding. No additional shares or warrants were issued or outstandingby the Company as of March 31, 2011. As of that date, the Company also has for a period of twenty-four (24) consecutive months from the Company's form 15-C-211 filing with FINRA, an option, outstanding to the Purchaser that allows the Purchaser to purchase an additional one million shares of Common Stock of the Company, exercisable at a price that is equal to the public offering price of the Common Stock in a future Form S-1 registration statement, and options outstanding issued to the Company's executives according to the Company's Employee Stock Option Plan (ESOP) that converts into two million shares of Common Stock at par face value ($0.001). As of that date, the Company also had commitments to issue two hundred thirty-five thousand (235,000) shares of Common Stock in Form S-8. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. With the exception of the Shares, the Warrants, the Contingent Warrants, options to purchase 1,385,825 shares of Common Stock granted to directors, officers and other employees of the Company, options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plans, no options, warrants, subscriptions or rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorized, issued or outstanding. None of the Company's ’s outstanding securities or authorized capital stock are is subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other person. To There are no restrictions on the Company's knowledge, transfer of shares of capital stock of the Company other than those imposed by relevant federal and except state securities laws and as otherwise contemplated by this Agreement and as set forth in Schedule 2.5, there Agreement. There are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the CompanyCompany to which the Company is a party. The offer Company does not have outstanding, and sale has no obligation to grant or issue, any “phantom stock” or other right measured by the profits, revenues or results of all capital stock and other securities operations of the Company issued prior to the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission any portion thereof; or damages with respect theretoany similar rights.

Capitalization; Status of Capital Stock. As of November 30, 1997, the The Company has a --------------------------------------- total authorized capital stock of the Company consisted of capitalization consisting of: (i) 25,000,000 3,023,436 shares of Common Stock, par value $.001 per shareof which 2,110,021 shares are issued and outstanding, and (ii) 1,500,000 653 shares of Preferred Stock, without $50 par value, all of which 12,195,819 shares are issued and outstanding. The Proxy Statement sets forth a complete list of those persons who, as of March 1, 1995, were the record and, to the best of the Company's knowledge, beneficial owners of more than five percent (5%) of the Company's outstanding Common Stock were issued and outstanding and 1,670,425 shares reserved for issuance (not including shares reserved for issuance in connection with the transactions contemplated hereby) and no shares of or Preferred Stock were issued or outstandingStock. All the outstanding shares of capital stock of the Company have been duly authorized, are validly issued and are validly issued, fully paid and non-assessablenonassessable. With the exception of the Shares, the Warrants, the Contingent Warrants, options to purchase 1,385,825 The shares of Common Stock granted to directors, officers and other employees issuable upon exercise of the CompanyWarrants, options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company when so issued, will be duly authorized, validly issued and certain consultants of the Companyfully paid and nonassessable. Except as otherwise indicated on Exhibit 3.20, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plans, there are no options, warrants, subscriptions warrants or rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, purchase shares of ------------ capital stock or other securities are of the Company authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares of its capital stock or other securities. None There are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by relevant state and federal securities laws. No holder of any security of the Company is entitled to preemptive or similar statutory or contractual rights, either arising pursuant to any agreement or instrument to which the Company is a party, or which are otherwise binding upon the Company's . Neither the issuance of the Notes or the Warrants nor the shares of Common Stock issued upon exercise of the Warrants will result in an adjustment under the antidilution or exercise rights of any holders of any outstanding securities or authorized shares of capital stock are subject to any rights of redemptionoptions, repurchase, rights of first refusal, preemptive rights warrants or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, rights to acquire any stockholder, or any other person. To the Company's knowledge, and except as contemplated by this Agreement and as set forth in Schedule 2.5, there are no agreements, understandings, trusts or collaborative arrangements or understandings concerning the voting or transfer of the capital stock securities of the Company. The offer and sale of all shares of capital stock and other securities of the Company issued prior to before the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect theretolaws.

Capitalization; Status of Capital Stock. As of November 30, 1997the Closing, the Company will have a total authorized capitalization consisting of (i) 4,000,000 shares of Common Stock, $.01 par value, and (ii) 2,000,000 shares of Preferred Stock, $.01 par value, of which 1,000,000 shares will be designated as Series A Preferred Stock. As of the Closing, 1,100,800 shares of Common Stock will be issued and outstanding, and, without giving effect to the transactions contemplated hereby, no shares of Series A Preferred Stock will be issued or outstanding. A complete list of the capital stock of the Company consisted of (i) 25,000,000 shares of Common Stock, par value $.001 per share, and (ii) 1,500,000 shares of Preferred Stock, without par value, of which 12,195,819 shares of Common Stock were has been previously issued and outstanding and 1,670,425 shares reserved for issuance (not including shares reserved for issuance the names in connection with which such capital stock is registered on the transactions contemplated hereby) and no shares stock transfer book of Preferred Stock were issued or outstandingthe Company is set forth in Exhibit 3.17 hereto. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. With The Series A Shares when issued and delivered in accordance with the exception terms hereof, and the Conversion Shares, when issued and delivered upon conversion of the Series A Shares, the Warrantswill be duly authorized, the Contingent Warrantsvalidly issued, options to purchase 1,385,825 shares fully-paid and non-assessable. Except for 210,080shares of Common Stock granted to directors, officers and other employees that will be reserved for issuance upon exercise of the Company, stock options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plansas further set forth in Exhibit 3.17, no options, warrants, subscriptions or purchase rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares or rights to acquire any of its capital stock or other securities except as contemplated by this Agreement. None of the Company's outstanding securities or authorized capital stock or the Preferred Stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other personPerson, except pursuant hereto or the Voting and Stock Restriction Agreement. To the Company's knowledge, and except as contemplated by this Agreement and Except as set forth in Schedule 2.5Exhibit 3.17, there are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement. Except as set forth in Exhibit 3.17, there are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company. The offer and sale of all capital stock and other securities of the Company issued prior to before the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect thereto.

Capitalization; Status of Capital Stock. As The Company has a total authorized capitalization consisting of November 3032,625,000 shares of Common Stock, 1997$.00001 par value per share, 5,858,966 of which are issued and outstanding; 6,500,000 shares of Series A Convertible Preferred Stock, $.00001 par value per share, 6,470,589 of which shares are issued and outstanding; 5,000,000 shares of Series B Convertible Preferred Stock, $.00001, par value per share, 5,000,000 of which shares are issued and outstanding; 1,350,000 shares of Series C Convertible Preferred Stock, 1,312,336 of which are issued and outstanding; 800,000 shares of Series D Convertible Preferred Stock, 787,402 of which are issued and outstanding, and 6,500,000 shares of Series E Convertible Preferred Stock, none of which are issued and outstanding prior to the authorized Initial Closing. A complete list of the currently issued and outstanding shares of capital stock of the Company consisted of (i) 25,000,000 and the names in which such shares of Common Stock, par value $.001 per share, and (ii) 1,500,000 shares of Preferred Stock, without par value, of which 12,195,819 shares of Common Stock were issued and outstanding and 1,670,425 shares reserved for issuance (not including shares reserved for issuance are registered is set forth in connection with the transactions contemplated hereby) and no shares of Preferred Stock were issued or outstandingExhibit 4.21 hereto. All of the outstanding shares of capital stock of the Company have been duly authorized, are validly issued and are fully paid and nonassessable. All shares of capital stock issuable upon exercise of outstanding options and warrants have been duly authorized and, when issued in accordance with the terms of such options and warrants, will be validly issued, and fully paid and non-assessablenonassessable. With The Purchased Shares, when issued and delivered in accordance with the exception terms hereof, and the Conversion Shares, when issued and delivered upon conversion of the Purchased Shares, the Warrantswill be duly authorized, the Contingent Warrantsvalidly issued and fully paid and nonassessable. Except as set forth in Exhibit 4.21 hereto, options to purchase 1,385,825 shares of Common Stock granted to directors, officers and other employees of the Company, options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plans, there are no options, warrants, subscriptions warrants or rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, purchase shares of capital stock or other securities are authorized, issued or outstanding. None , nor is the Company obligated in any other manner to issue shares of the Company's outstanding securities or authorized its capital stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other personsecurities. To the Company's knowledge, and except as contemplated by this Agreement and Except as set forth in Schedule 2.5Exhibit 4.21 hereto, there are no agreements, understandings, trusts or collaborative arrangements or understandings concerning restrictions on the voting or transfer of the shares of capital stock of the CompanyCompany other than those imposed by relevant state and federal securities laws. The offer Except as set forth in this Agreement and sale of all capital stock and other securities of the Company issued prior to the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect thereto.Stockholders Agreement,

Capitalization; Status of Capital Stock. As of November 30, 1997, the The Company has a total authorized capital stock of the Company consisted capitalization consisting of (i) 25,000,000 22,000,000 shares of Common Stock, par value $.001 .01 per share, of which 7,080,885 shares are issued and outstanding and (ii) 1,500,000 5,000,000 shares of Preferred Stock, without par valuevalue $.01 per share, of which 12,195,819 (A) 1,100,000 shares are designated as Series A Convertible Preferred Stock, (B) 1,327,500 shares are designated as Series B Convertible Preferred Stock, and (C) 145,195 shares are designated as Series C Convertible Preferred Stock. The number of shares of Common Stock were each class or series of the capital stock of the Company that is issued and outstanding and 1,670,425 shares reserved for issuance (not including shares reserved for issuance is set forth in connection with the transactions contemplated hereby) and no shares of Preferred Stock were issued or outstandingEXHIBIT 3.15 hereto. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. With The Warrant Shares, when issued and delivered in accordance with the exception terms hereof and after payment of the Sharespurchase price therefor, the Warrantswill be duly authorized, the Contingent Warrantsvalidly issued, options to purchase 1,385,825 shares of Common Stock granted to directors, officers fully-paid and other employees of the Company, options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plansnon-assessable. Except as otherwise set forth in EXHIBIT 3.15, no options, warrants, subscriptions or purchase rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorized, issued or outstanding. None , nor is the Company obligated in any other manner to issue shares of the Company's outstanding securities or authorized its capital stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other person. To the Company's knowledge, and securities except as contemplated by this Agreement and Agreement. Except as set forth in Schedule 2.5EXHIBIT 3.15, there are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement, the Certificate of Incorporation, the Amended and Restated Stockholders Agreement dated April 16, 1999 by and among the Company and certain stockholders of the Company (the "STOCKHOLDERS AGREEMENT"), the Registration Rights Agreement and certain stock restriction and right of first refusal agreements by and among the Company and certain stockholders of the Company. Other than as provided in this Section and in the Stockholders Agreement, there are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company. The offer and sale of all capital stock and other securities of the Company issued prior to before the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect thereto.