Common use of Capitalization; Voting Rights Clause in Contracts

Capitalization; Voting Rights. (a) The Company’s authorized capital stock, as of immediately prior to the Closing, is composed of (i) 10,000,000 shares of Common Stock, with 100,000 shares having been issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, of which 35,484.07 shares have been issued and are presently outstanding.

Capitalization; Voting Rights. (a) The Company’s authorized capital stock, as of immediately prior to the Closing, is composed of (i) 10,000,000 shares of Common Stock, with 100,000 shares having been issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, of which 35,484.07 9,337 shares have been issued and are presently outstanding.

Capitalization; Voting Rights. (a) The Company’s authorized capital stock, as of immediately prior to the Closing, is composed of (i) 10,000,000 shares of Common Stock, with 100,000 shares having been issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, of which 35,484.07 7,670 shares have been issued and are presently outstanding.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 350,000,000 shares, is composed of (i) 10,000,000 which 300,000,000 are shares of Common Stock, with 100,000 par value $0.01 per share, 80,390,663 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible 50,000,000 are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, par value $0.01 per share of which 35,484.07 no shares have been of preferred stock are issued and are presently outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of the Company is set forth on Schedule 4.3.

Capitalization; Voting Rights. (a) The Company’s authorized capital stock, as stock of immediately prior to the Closing, is composed Company consists of (i) 10,000,000 40 million shares of Common Stock, with 100,000 Stock and two million shares having been issued and currently outstanding, and (ii) 1,000,000 convertible of preferred stock, including 45,000 par value $0.01 per share (“Preferred Stock”), of which 40,000 shares that have been are (or upon filing of the Certificate of Designation, will be) designated as Series A Convertible Preferred Stock. As of November 1, 2006, 19,982,038 shares of which 35,484.07 shares have been Common Stock were issued and are presently outstanding and no shares of Preferred Stock were issued and outstanding.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the ClosingSeptember 30, is composed 2004, consists of (i) 10,000,000 105,000,000 shares, of which 100,000,000 are shares of Common Stock, with 100,000 par value $0.01 per share, 36,323,274 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible 5,000,000 are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stockpar value $0.01 per share, of which 35,484.07 no shares have been of preferred stock are issued and are presently outstanding.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 45,000,000 shares, is composed of (i) 10,000,000 which 40,000,000 are shares of Common Stock, with 100,000 par value $0.001 per share, 9,325,305 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible 5,000,000 are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stockpar value $0.001 per share, 2,000,000 of which 35,484.07 shares have been are issued and are presently outstanding. The authorized capital stock of each Subsidiary of the Company is set forth on Schedule 4.3.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed consists of (i) 10,000,000 70,000,000 shares of Common Stock, with 100,000 par value $0.001 per share, 5,500,000 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 56,500,000 shares that have been designated as Series A Convertible of Preferred Stock, par value $0.001 per share, 36,500,000 shares of which 35,484.07 shares have been are designated Series A Preferred Stock, none of which are issued and are presently outstanding.

Capitalization; Voting Rights. (a) The Company’s authorized capital stock, as of immediately prior to the Closing, is composed of (i) 10,000,000 shares of Common Stock, with 100,000 shares having been issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, of which 35,484.07 28,8174 shares have been issued and are presently outstanding.

Capitalization; Voting Rights. (ai) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed consists of (i) 10,000,000 250,000,000 shares of Common Stock, with 100,000 3,002,000 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock50,000,000 shares of Preferred Stock, including 45,000 of which 2,000 shares that have been are designated as Series X Super Voting Preferred Stock, all of which are issued and outstanding, and 11,000 shares are designated Series A Convertible Preferred Stock, none of which 35,484.07 shares have been are issued and are presently outstanding.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 110,000,000 shares, is composed of (i) 10,000,000 which 100,000,000 are shares of Common Stock, with 100,000 par value $0.001 per share, 26,195,555 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible 10,000,000 are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, par value $0.001 per share of which 35,484.07 zero shares have been of preferred stock are issued and are presently outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of the Company is set forth on Schedule 4.3.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed consists of (i) 10,000,000 [*] shares of Common Stock, with 100,000 par value $0.001 per share, [*] shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 [*] shares that have been designated as Series A Convertible of Preferred Stock, par value $0.001 per share, all of which 35,484.07 shares have been are designated Series A Preferred Stock, none of which are issued and are presently outstanding.

Capitalization; Voting Rights. (ai) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 105,000,000 shares, is composed of (i) 10,000,000 which 100,000,000 are shares of Common Stock, with 100,000 par value $0.03 per share, 37,647,233 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible 5,000,000 are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, par value $0.01 per share of which 35,484.07 no shares have been are issued and are presently outstanding. The authorized capital stock of each Eligible Subsidiary of the Company is set forth on Schedule 12(c).

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof, is composed consists of 38,000,000 shares, of which (i) 10,000,000 30,000,000 are shares of Class A Common Stock, with 100,000 no par value per share, 12,5000,000 shares having been of which are issued and currently outstanding, (ii) 5,000,000 are shares of Class B Common Stock, no par value per share, none of which are issued and outstanding, and (iiiii) 1,000,000 convertible 3,000,000 are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stockno par value per share, none of which 35,484.07 shares have been are issued and are presently outstanding.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed consists of (i) 10,000,000 476,000,000 shares of Common Stock, with 100,000 3,232,429 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 24,000,000 shares that have been designated as Series A Convertible of Preferred Stock, of which 35,484.07 4,000,0000 shares have been are issued and are presently outstanding.

Capitalization; Voting Rights. (ai) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 500,000,000 shares, is composed of (i) 10,000,000 which 475,000,000 are shares of Common Stock, with 100,000 par value $0.0001 per share, 190,826,106 shares having been of which are issued and currently outstandingoutstanding (including the Shares), and (ii) 1,000,000 convertible 25,000,000 are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, par value $0.0001 per share of which 35,484.07 no shares have been of preferred stock are issued and are presently outstanding.

Capitalization; Voting Rights. (a) 3.7.1 The Company’s authorized capital stock, as stock of immediately prior to the Closing, is composed Company consists of (i) 10,000,000 80,000,000 shares of Common Stock, with 100,000 50,856,132 shares having been of which are issued and currently outstandingoutstanding as of February 14, 2001, and (ii) 1,000,000 convertible preferred stock, including 45,000 5,000,000 shares that have been designated as Series A Convertible of Preferred Stock, $0.0001 par value ("Preferred Stock"), none of which 35,484.07 shares have been are issued and are presently outstanding.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 205,000,000 shares, is composed of (i) 10,000,000 which 53,306,732 are shares of Common Stock, with 100,000 par value $0.0001 per share, 34,152,021 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible 5,000,000 are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, par value $0.01 per share of which 35,484.07 232,763 shares have been are issued and are presently outstanding.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed consists of (i) 10,000,000 200,000,000 shares of Common Stock, with 100,000 67,538,976 shares having been of which are issued and currently outstandingoutstanding (without giving effect to the Stock Split or the exercise of any option, warrant or other conversion right described in Section 3.2(c)), and (ii) 1,000,000 convertible 20,000,000 shares of preferred stock, including 45,000 shares that have been par value $0.01 per share (the Preferred Stock”), 12,916,667 of which are designated as Series A Convertible Preferred Stock, 6,250,000 of which 35,484.07 shares have been are issued and are presently outstanding.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed consists of (i) 10,000,000 100,000 shares of Common Stock, with 100,000 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 7,670.40 shares that have been designated as Series A Convertible of Preferred Stock, all of which 35,484.07 shares have been are designated Series A Preferred Stock, none of which are issued and are presently outstanding.

Capitalization; Voting Rights. (a1) The Company’s authorized capital stockstock of the Company, as of immediately prior to the ClosingInitial Closing after giving effect to the Restated Charter, is composed will consist of (i) 10,000,000 [80,932,230] shares of Common Stock, with 100,000 par value $0.001 per share, 6,934,807 shares having been of which are issued and currently outstanding, outstanding and (ii) 1,000,000 convertible preferred stock, including 45,000 9,677,915 shares that have been designated as Series A Convertible Preferred Stock, of which 35,484.07 shares have been issued and are presently outstanding.reserved for future issuance to employees pursuant to the Company’s 1998

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed consists of (i) 10,000,000 50,000,000 shares of Common Stock, with 100,000 par value $0.01 per share, 8,199,750 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 33,200,000 shares that have been designated as Series A Convertible of Preferred Stock, par value $0.01 per share, 17,100,000 of which 35,484.07 shares have been are designated Series A Preferred Stock, 15,740,285 are issued and outstanding, and 16,100,000 are presently designated Series B Preferred Stock, none of which are issued and outstanding.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the ClosingEffective Date, is composed consists of (i) 10,000,000 25,000,000 shares of the Company’s common stock (the “Common Stock”), with 100,000 13,888,587 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible 10,000,000 shares of the Company’s preferred stock, including 45,000 25,000 shares that have been of which are designated as Series A Convertible Preferred Stock, none of which 35,484.07 shares have been are issued and are presently outstanding.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 100,050,000 shares, is composed of (i) 10,000,000 which 100,000,000 are shares of Common Stock, with 100,000 shares having been no par value per share, 10,000,000shares of which are issued and currently outstanding, and (ii) 1,000,000 convertible 50,000 are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, no par value per share of which 35,484.07 0 shares have been are issued and are presently outstanding. The authorized capital stock of each Subsidiary of the Company is set forth on Schedule 12 (c).

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 100,000,000 shares, is composed par value $0.001 per share, the number of (i) 10,000,000 shares issued and outstanding are as set forth on Schedule 4.3, and 25,000,000 are shares of Common Stock, with 100,000 shares having been issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, par value $0.001 per share of which 35,484.07 no shares have been of preferred stock are issued and are presently outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of the Company is set forth on Schedule 4.3.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 100,050,000 shares, is composed of (i) 10,000,000 which 100,000,000are shares of Common Stock, with 100,000 shares having been no par value per share, 10,000,000shares of which are issued and currently outstanding, and (ii) 1,000,000 convertible 50,000,000are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, no par value per share of which 35,484.07 0 shares have been of preferred stock are issued and are presently outstanding. The authorized capital stock of each Subsidiary of the Company is set forth on Schedule 4.3(a).

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the ClosingJune 30, is composed 2003, consists of (i) 10,000,000 i)1,000,000 shares of Common Stockpreferred stock, with 100,000 par value $1.75 per share, no shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible preferred 95,000,000 shares of common stock, including 45,000 par value $.005 per share (the "Common Stock"), 26,858,239 shares that have been designated as Series A Convertible Preferred Stock, of which 35,484.07 shares have been are issued and are presently outstanding.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof, is composed consists of (i) 10,000,000 75,000,000 shares, of which 70,000,000 are shares of Common Stock, with 100,000 par value $0.01 per share, 21,000,000 shares having been of which are issued and currently outstanding, [and (ii) 1,000,000 convertible 5,000,000_are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stockpar value $0.01 per share, of which 35,484.07 2,820,000 shares have been of preferred stock are issued and are presently outstanding].

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 78,000,000 shares, is composed of (i) 10,000,000 which 75,000,000 are shares of Common Stock, with 100,000 par value $0.001 per share, 29,603,750 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 200 are shares that have been designated as of Series A B Convertible Preferred Stock, par value $0.001 per share, all of which 35,484.07 shares have been are issued and are presently outstanding. The authorized capital stock of each Subsidiary of the Company is set forth on Schedule 4.3.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 101,000,000 shares, is composed of (i) 10,000,000 which 100,000,000 are shares of Common Stock, with 100,000 par value $0.0001 per share, 2,860,001 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, par value $0.01 per share of which 35,484.07 there are no shares have been of preferred stock are issued and are presently outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of the Company is set forth on Schedule 4.3.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 85,000,000 shares, is composed of (i) 10,000,000 which 75,000,000 are shares of Common Stock, with 100,000 par value $0.0001 per share, 27,350,795 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible 10,000,000 are shares of “blank check” preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, par value $0.0001 per share of which 35,484.07 no shares have been are issued and are presently outstanding.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed consists of (i) 10,000,000 ten million (10,000,000) shares of Common Stock, with 100,000 five million one hundred thousand (5,100,000) shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 two million five hundred ninety-two thousand five hundred ninety-three (2,592,593) shares that have been designated as Series A Convertible of Preferred Stock, two million five hundred ninety-two thousand five hundred ninety-three (2,592,593) shares of which 35,484.07 shares have been are designated Series A Preferred Stock, none of which are issued and are presently outstanding.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed date hereof consists of (ia) 10,000,000 1,000,000 shares of convertible preferred stock, of which 851,448 are outstanding, and (b) 40,000,000 shares of Common Stock, with 100,000 shares having been issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, of which 35,484.07 5,457,732 shares have been issued and are presently outstanding.

Capitalization; Voting Rights. (ai) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 205,000,000 shares, is composed of (i) 10,000,000 which 200,000,000 are shares of Common Stock, with 100,000 par value $0.01 per share, 20,000,000] shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible 5,000,000 are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stockpar value $0.01 per share, of which 35,484.07 shares have been [21,590] are issued and are presently outstanding. The authorized capital stock of each Subsidiary of the Company is set forth on Schedule 9(c).

Capitalization; Voting Rights. (ai) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 25,500,000 shares, is composed of (i) 10,000,000 which 25,000,000 are shares of Common Stock, with 100,000 par value $0.01 per share, 13,867,054 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible 500,000 are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, par value $0.01 per share of which 35,484.07 no shares have been are issued and are presently outstanding. The authorized capital stock of each Subsidiary of the Company is set forth on Schedule 12(c).

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 90,000,000 shares, is composed of (i) 10,000,000 which 85,000,000 are shares of Common Stock, with 100,000 par value $0.01 per share, 38,433,829 shares having been of which are issued and currently outstandingoutstanding , and (ii) 1,000,000 convertible 5,000,000 are shares of preferred stock, including 45,000 par value $0.01 per share, 75,682 shares that have been designated as Series A Convertible Preferred Stock, of which 35,484.07 shares have been are issued and are presently outstanding. The authorized capital stock of each Subsidiary of the Company is set forth on Schedule 4.3.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed consists of (i) 10,000,000 20,000,000 shares of Common Stock, with 100,000 par value $0.001 per share, 5,670,121 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 . The number of shares that have been designated as Series A Convertible Preferred Stock, of which 35,484.07 shares have been issued and are presently outstanding.outstanding does not include 500,000 shares to be issued to Investor Relations Services, Inc.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed date hereof consists of (i) 10,000,000 250,000,000 shares of Common Stock, with 100,000 shares having been common stock par value $0.0001 of which 64,922,909 are issued and currently outstandingoutstanding and 5,000,000 shares of preferred stock par value $0.0001, and (ii) 1,000,000 convertible preferred stock, including 45,000 shares that have been of which 141,000 are designated as Series A Convertible Preferred Stock, all of which 35,484.07 shares have been are issued and outstanding and 2,517,233 shares are presently designated as Series B Preferred Stock, none of which are issued and outstanding. The authorized capital stock of each Subsidiary of the Company is set forth on Schedule 4.3.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 110,000,000 shares, is composed of (i) 10,000,000 which 100,000,000 are shares of Common Stock, with 100,000 par value $0.01 per share, 16,791,688 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible 10,000,000 are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, par value $0.01 per share of which 35,484.07 no shares have been are issued and are presently outstanding.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 250,000,000 shares, is composed of (i) 10,000,000 which 200,000,000 are shares of Common Stock, with 100,000 par value $0.001 per share, 19,650,135 shares having been of which are issued and currently outstanding. The authorized, and (ii) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, of which 35,484.07 shares have been issued and are presently outstandingoutstanding capital stock of each Subsidiary of the Company is set forth on Schedule 4.3.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 100,000,000 shares, is composed of (i) 10,000,000 par value $0.001 per share, 36,830,366 shares of Common Stock, with 100,000 shares having been which are issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, outstanding . The authorized capital stock of which 35,484.07 shares have been issued and are presently outstandingeach Subsidiary of the Company is set forth on Schedule 4.3.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 210,000,000 shares, is composed of (i) 10,000,000 which 200,000,000 are shares of Common Stock, with 100,000 par value $0.01 per share, 69,686,659 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible 10,000,000 are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, par value $0.01 per share of which 35,484.07 0 shares have been of preferred stock are issued and are presently outstanding. The authorized capital stock of each Subsidiary of the Company is set forth on Schedule 4.3.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed consists of (i) 10,000,000 One Hundred Million (100,000,000) shares of Class A Common Stock, with 100,000 34,805,065 shares having been of which are issued and currently outstanding, (ii) Two Million (2,000,000) shares of Class B Common Stock, 2,000,000 of which are issued and outstanding, and Five Million (ii5,000,000) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible of Preferred Stock, none of which 35,484.07 shares have been are issued and outstanding. There are presently no other shares of capital stock, options or other securities of the Company outstanding.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed consists of (i) 10,000,000 100,000,000 shares of Common Stock, with 100,000 par value $0.005 per share, 87,969,856 shares having been of which are issued and currently outstandingoutstanding as of March 31, and (ii) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, of which 35,484.07 shares have been issued and are presently outstanding2001.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 51,000,000 shares, is composed of (i) 10,000,000 which 50,000,000 are shares of Common Stock, with 100,000 par value $0.10 per share, 16,879,282 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible are shares of preferred stock, including 45,000 par value $0.10 per share, no shares that have been designated as Series A Convertible Preferred Stock, of which 35,484.07 shares have been are issued and are presently outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of the Company is set forth on Schedule 4.3.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 130,000,000 shares, is composed of (i) 10,000,000 which 125,000,000 are shares of Common Stock, with 100,000 par value $0.01 per share, 70,971,162 shares having been of which are issued and currently 70,870,866 shares of which are outstanding, and (ii) 1,000,000 convertible 5,000,000 are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, par value $10.00 per share of which 35,484.07 no shares have been of preferred stock are issued and are presently outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of the Company is set forth on Schedule 4.3.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Initial Closing, is composed consists of (i) 10,000,000 21,500,000 shares of Common Stock, with 100,000 par value $0.001 per share, 12,500,000 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, of which 35,484.07 shares have been issued and are presently outstanding.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof, is composed consists of (i) 10,000,000 170,000,000 shares, of which 150,000,000 are shares of Common Stock, with 100,000 par value $0.0001 per share, 77,547,540 shares having been of which were issued and currently outstandingoutstanding as of June 30, 2004, and (ii) 1,000,000 convertible 20,000,000 are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stockpar value $0.0001 per share, of which 35,484.07 zero (0) shares have been of preferred stock are issued and are presently outstanding.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 105,000,000 shares, is composed of (i) 10,000,000 which 100,000,000 are shares of Common Stock, with 100,000 par value $0.01 per share, 41,867,660 shares having been of which are issued and currently outstandingoutstanding , and (ii) 1,000,000 convertible 5,000,000 are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stockpar value $0.01 per share, none of which 35,484.07 shares have been of preferred stock are issued and are presently outstanding. The authorized capital stock of each Subsidiary of the Company is set forth on Schedule 4.3.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the ClosingFebruary 28, is composed 2003, consists of (i) 10,000,000 16,000,000 shares of Common Stock, with 100,000 par value $0.01 per share, 7,167,671 shares having been of which are issued and currently outstanding, outstanding and (ii) 1,000,000 convertible shares preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, par value $0.01 per share of which 35,484.07 no shares have been issued and are presently outstanding.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 250,000,000 shares, is composed of (i) 10,000,000 which 250,000,000 are shares of Common Stock, with 100,000 par value $0.001 per share, 33,447,541 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, of which 35,484.07 shares have been issued and are presently outstanding.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 125,000,000 shares, is composed of (i) 10,000,000 which 120,000,000 are shares of Common Stock, with 100,000 par value $0.0001 per share, 34,152,021 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible 5,000,000 are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, par value $0.01 per share of which 35,484.07 2,653,631 shares have been are issued and are presently outstanding.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of the date hereof and immediately prior to the Closingconsummation of the Offering, is composed consists of (i) 10,000,000 50,000,000 shares of Common Stock, with 100,000 shares having been par value $0.01 per share, of which 20,421,816 are issued and currently outstanding, outstanding and (ii) 1,000,000 convertible 10,000,000 shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stockpar value $1.00 per share, of which 35,484.07 180,000 shares have been issued and are presently outstanding.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 55,000,000 shares, is composed of (i) 10,000,000 which 50,000,000 are shares of Common Stock, with 100,000 par value $0.10 per share, 11,800,811 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible 5,000,000 are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, par value $0.01 per share of which 35,484.07 393.939 shares have been of preferred stock are issued and are presently outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each of the Company and its Subsidiaries is set forth on Schedule 4.3.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company on the Closing Date, as of immediately prior to the Closing, is composed consists of (i) 10,000,000 no shares of Common Stock, with 100,000 shares having been issued and currently outstandingpreferred stock, and (ii) 1,000,000 convertible preferred 100,000,000 shares of common stock, including 45,000 par value $.01 per share (the “Common Stock”), 28,377,965.80 shares that have been designated as Series A Convertible Preferred Stock, of which 35,484.07 shares have been are issued and are presently outstanding.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed consists of (i) 50,000,000 shares of common stock, par value $.001 per share ("Common Stock"), 10,000,000 shares of Common Stock, with 100,000 shares having been which are issued and currently outstanding, outstanding and (ii) 1,000,000 convertible 20,000,000 shares of preferred stock, including 45,000 par value $.001 per share ("Preferred Stock"), 7,000,000 shares that have been of which are designated as Series A Convertible Preferred Stock, none of which 35,484.07 shares have been are issued and are presently outstanding. GP Strategies Corporation, a Delaware corporation ("Parent"), currently owns 100% of the shares of Common Stock.

Capitalization; Voting Rights. (a) The Company’s authorized capital stock, as stock of immediately prior to the Closing, is composed Company consists of (i) 10,000,000 40 million shares of Common Stock, with 100,000 Stock and two million shares having been issued and currently outstanding, and (ii) 1,000,000 convertible of preferred stock, including 45,000 par value $0.01 per share ("Preferred Stock"), of which 40,000 shares that have been are (or upon filing of the Certificate of Designation, will be) designated as Series A Convertible Preferred Stock. As of November 1, 2006, 19,982,038 shares of which 35,484.07 shares have been Common Stock were issued and are presently outstanding and no shares of Preferred Stock were issued and outstanding.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed consists of (i) 10,000,000 4,500,000,000 shares of Common Stock, with 100,000 par value $0.001 per share, 33,083,729 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 4,000,000,000 shares that have been designated as Series A Convertible of Preferred Stock, par value $0.001 per share, all of which 35,484.07 are designated Series 1 Preferred Stock, 2,999,521,439 shares have been of which are issued and are presently outstanding.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 310,000,000 shares, is composed of (i) 10,000,000 which 300,000,000 are shares of Common Stock, with 100,000 par value $0.01 per share, 19,262,095 shares having been of which are issued and currently outstanding[, and (ii) 1,000,000 convertible 10,000,000 are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, par value $10.00 per share of which 35,484.07 619 shares have been of preferred stock are issued and are presently outstanding.. The authorized capital stock of each Subsidiary of the Company is set forth on Schedule 4.3. Acceris Communications Confidential Materials October 14, 2004

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 75,000,000 shares, is composed of (i) 10,000,000 which 25,000,000 are shares of Common Stock, with 100,000 par value $0.001 per share, 6,887,671 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible 50,000,000 are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stockpar value $0.001 per share, none of which 35,484.07 shares have been are issued and are presently outstanding. The authorized, issued and outstanding capital stock of each Subsidiary is set forth on Schedule 4.3.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed will consist of (i) 10,000,000 20,000,000 shares of Common Stock, with 100,000 par value $0.01 per share, 9,747,962 shares having been of which are issued and currently outstandingoutstanding and 1,481,954 shares of which are reserved for future issuance to employees pursuant to the Company's 1999 Stock Incentive Plan and 2,951,466 shares of Preferred Stock, 668,782 of which have been designated Series A Preferred Stock, and (ii) 1,000,000 convertible preferred stock, including 45,000 shares that 2,282,684 of which will have been designated as Series A Convertible B Preferred Stock, of which 35,484.07 shares have been issued and are presently outstanding.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company on the Closing Date, as of immediately prior to the Closing, is composed consists of (i) 10,000,000 no shares of Common Stock, with 100,000 shares having been issued and currently outstandingpreferred stock, and (ii) 1,000,000 convertible preferred 100,000,000 shares of common stock, including 45,000 par value $.001 per share (the “Common Stock”), 35,273,571 shares that have been designated as Series A Convertible Preferred Stock, of which 35,484.07 shares have been are issued and are presently outstanding.

Capitalization; Voting Rights. (a) The Company’s authorized capital stock, stock of the Company as of immediately prior to the Closing, is composed date hereof consists of (i) 10,000,000 100,000,000 shares of Common Stock, with 100,000 no par value per share, 45,125,404 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible preferred stockincluding 1,150,000 shares reserved for settlement of a law suit described in Schedule 4.3. The authorized, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, of which 35,484.07 shares have been issued and are presently outstandingoutstanding capital stock of each Subsidiary of the Company is set forth on Schedule 4.3.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed consists of (i) 10,000,000 150,000,000 shares of Common Stock, with 100,000 par value $0.001 per share, 65,819,285 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 10,000,000 shares that have been designated as Series A Convertible of Preferred Stock, par value $0.001 per share, no shares of which 35,484.07 shares have been are issued and are presently outstanding.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 40,000,000shares, is composed of (i) 10,000,000 which 20,000,000are shares of Common Stock, with 100,000 shares having been no par value per share, 14,354,521shares of which are issued and currently outstanding, and (ii) 1,000,000 convertible no shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, of which 35,484.07 shares have been stock are issued and are presently outstanding.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 60,000,000 shares, is composed of (i) 10,000,000 which 55,000,000 are shares of Common Stock, with 100,000 par value $0.01 per share, 19,018,855 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible 5,000,000 are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, par value $0.01 per share of which 35,484.07 no shares have been of preferred stock are issued and are presently outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of the Company (that is not an Inactive Subsidiary) is set forth on Schedule 4.3.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 51,000,000 shares, is composed of (i) 10,000,000 which 50,000,000 are shares of Common Stock, with 100,000 par value $0.10 per share, 16,759,282 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 of which are shares that have been designated as Series A Convertible of Preferred Stock, par value $0.10 per share, no shares of which 35,484.07 shares have been are issued and are presently outstanding. The authorized capital stock of each Subsidiary of the Company is set forth on Schedule 4.3.

Capitalization; Voting Rights. (ai) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of [1,020,000,000] shares, is composed of (i) 10,000,000 which [1,000,000,000] are shares of Common Stock, with 100,000 par value $0.001 per share, [766,129,715] shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible 20,000,000 are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, par value $0.001 per share of which 35,484.07 [0] shares have been of are issued and are presently outstanding. The authorized capital stock of each Subsidiary of the Company is set forth on Schedule 12 (c). [Company to update].

Capitalization; Voting Rights. (ai) [The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 1,020,000,000 shares, is composed of (i) 10,000,000 which 1,000,000,000 are shares of Common Stock, with 100,000 par value $0.001 per share, 766,129,715 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible 20,000,000 are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, par value $0.001 per share of which 35,484.07 0 shares have been of are issued and are presently outstanding. The authorized capital stock of each Subsidiary of the Company is set forth on Schedule 12 (c).

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 110,000,000 shares, is composed of (i) 10,000,000 which 100,000,000 are shares of Common Stock, with 100,000 no par value, 23,355,076 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible 10,000,000 are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stockno par value, of which 35,484.07 zero shares have been are issued and are presently outstanding. The authorized capital stock of each Subsidiary of the Company is set forth on Schedule 4.3.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed consists of (i) 10,000,000 150,000,000 shares of Common Stock, with 100,000 par value $0.001 per share, 65,892,158 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 10,000,000 shares that have been designated as Series A Convertible of Preferred Stock, par value $0.001 per share, no shares of which 35,484.07 shares have been are issued and are presently outstanding.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the ClosingMay 15, is composed 2002, consists of (i) 10,000,000 20,000,000 shares of Common Stock, with 100,000 par value $0.01 per share, 7,353,163 shares having been of which are issued and currently outstanding, outstanding and (ii) 1,000,000 convertible preferred stock, including 45,000 808,704 shares that have been designated as Series A Convertible Preferred Stock, of which 35,484.07 shares have been issued and are presently outstandingheld in treasury.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed consists of (i) 10,000,000 100,000,000 shares of Common Stock, with 100,000 par value $0.001 per share, 24,112,310 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 3,000,000 shares that have been designated as Series A Convertible of Preferred Stock, of par value $0.001 per share, noneof which 35,484.07 shares have been are issued and are presently outstanding.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 85,000,000 shares, is composed of (i) 10,000,000 which 75,000,000 are shares of Common Stock, with 100,000 par value $0.0001 per share, 28,039,940 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible 10,000,000 are shares of “blank check” preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, par value $0.0001 per share of which 35,484.07 no shares have been are issued and are presently outstanding.

Capitalization; Voting Rights. (a) 3.3.1 The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed consists of (i) 10,000,000 50,000,000 shares of Common Stock, with 100,000 shares having been par value $0.001 per share, 17,299,584 of which are issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 20,000,000 shares that have been designated as Series A Convertible of Preferred Stock, of which 35,484.07 shares have been issued and are presently outstandingpar value $0.001 per share.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 64,000,000 shares, is composed of (i) 10,000,000 which 60,000,000 are shares of Common Stock, with 100,000 par value $0.001 per share, 31,104,579 shares having been of which are issued and currently outstandingoutstanding , and (ii) 1,000,000 convertible 4,000,000 are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, par value $0.001 per share of which 35,484.07 0 shares have been of preferred stock are issued and are presently outstanding. The authorized and outstanding capital stock of each Subsidiary of the Company is set forth on Schedule 4.3.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 105,000,000 shares, is composed of (i) 10,000,000 which 100,000,000 are shares of Common Stock, with 100,000 par value $0.001 per share, 25,428,130 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible 5,000,000 are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stockpar value $0.001 per share, none of which 35,484.07 shares have been are issued and are presently outstanding. The authorized capital stock of each Subsidiary of the Company is set forth on Schedule 4.3.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 22,000,000 shares, is composed of (i) 10,000,000 which 20,000,000 are shares of Common Stock, with 100,000 par value $0.01 per share, 12,774,834 shares having been of which are issued and currently outstandingoutstanding [, and (ii) 1,000,000 convertible 2,000,000 are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, par value $0.01 per share of which 35,484.07 0 shares have been of preferred stock are issued and are presently outstanding.] The authorized capital stock of each Subsidiary of the Company is set forth on Schedule 4.3.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of Fifty Million (50,000,000) shares, is composed all of (i) 10,000,000 which are shares of Common Stock, with 100,000 par value $0.0001 per share, Nine Million Two Hundred Seven Thousand One Hundred Forty Two (9,207,142) shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, of which 35,484.07 shares have been issued and are presently outstanding.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 150,000,000 shares, is composed of (i) 10,000,000 which 100,000,000 are shares of Common Stock, with 100,000 par value $0.001 per share, approximately 53,188,558 shares having been of which are issued and currently outstanding, ; and (ii) 1,000,000 convertible preferred stock, including 45,000 of which 50,000,000 are shares that have been designated as Series A Convertible of Preferred Stock, par value $0.001 per share, -0- shares of which 35,484.07 shares have been are issued and are presently outstanding. The authorized capital stock of each Subsidiary of the Company is set forth on Schedule 4.3.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 40,000,000 shares, is composed of (i) 10,000,000 which 20,000,000 are shares of Common Stock, with 100,000 no par value per share, 14,532,157 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible no shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, of which 35,484.07 shares have been stock are issued and are presently outstanding.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 90,000,000 shares, is composed of (i) 10,000,000 which 85,000,000 are shares of Common Stock, with 100,000 par value $0.01 per share, 44,344,250 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible 5,000,000 are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible par value $0.01 per share (the “Preferred Stock, ”) of which 35,484.07 51,182 shares have been of preferred stock are issued and are presently outstanding. The authorized capital stock of each Subsidiary of the Company is set forth on Schedule 4.3.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 82,000,000 shares, is composed of (i) 10,000,000 which 80,000,000 are shares of Common Stock, with 100,000 shares having been par value $0.01 per share, of which are issued and currently outstandingoutstanding 4,117,461, and (ii) 1,000,000 convertible 2,000,000 are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, par value $0.01 per share of which 35,484.07 266,667 shares have been of preferred stock are issued and are presently outstanding. The authorized capital stock of each Subsidiary of the Company is set forth on Schedule 4.3.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 45,000,000 shares, is composed of (i) 10,000,000 which 40,000,000 are shares of Common Stock, with 100,000 par value $0.001 per share, 5,346,964 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible 5,000,000 are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stockpar value $0.001 per share, none of which 35,484.07 shares have been are issued and are presently outstanding. The authorized capital stock of each Subsidiary of the Company is set forth on Schedule 4.3.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 110,000,000 shares, is composed of (i) 10,000,000 which 100,000,000 are shares of Common Stock, with 100,000 par value $0.001 per share, 28,630,419 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible 10,000,000 are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, par value $0.001 per share of which 35,484.07 zero shares have been of preferred stock are issued and are presently outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of the Company is set forth on Schedule 4.3.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof, is composed consists of (i) 10,000,000 60,000,000 shares, of which 50,000,000 are shares of Common Stock, with 100,000 par value $0.001 per share, 19,065,623 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible 10,000,000 are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stockpar value $0.001 per share, of which 35,484.07 no shares have been are issued and are presently outstanding.

Capitalization; Voting Rights. (a) i. The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 75,000,000 shares, is composed of (i) 10,000,000 which 75,000,000 are shares of Common Stock, with 100,000 par value $0.001 per share, 33,844,260 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, of which 35,484.07 shares have been issued and are presently outstanding.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 51,000,000 shares, is composed of (i) 10,000,000 which 50,000,000 are shares of Common Stock, with 100,000 par value $0.10 per share, 16,839,282 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 of which are shares that have been designated as Series A Convertible of Preferred Stock, par value $0.10 per share, no shares of which 35,484.07 shares have been are issued and are presently outstanding. The authorized capital stock of each Subsidiary of the Company is set forth on Schedule 4.3.

Capitalization; Voting Rights. (a) The Company’s authorized capital stock, as of immediately Immediately prior to the Closing, is composed the authorized capital stock of the Company consisted of the following: (i) 10,000,000 200,000,000 shares of Common Stock, with 100,000 par value $0.01 per share (the "Common Stock"), 40,667,884 shares having been of which are issued and currently outstandingoutstanding (of which 6,946,583 shares are held by CRW, which shares shall be contributed to the Company promptly after Closing); and (ii) 1,000,000 convertible preferred stock, including 45,000 5,000,000 shares that have been designated as Series A Convertible of Preferred Stock, par value $0.01 per share (the "Preferred Stock"), none of which 35,484.07 shares have been are issued and are presently outstanding.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed consists of (i) 10,000,000 20,000,000 shares of Common Stock, with 100,000 par value $0.001 per share, 5,361,743 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, of which 35,484.07 shares have been issued and are presently outstanding.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 50,000,000 shares, is composed of (i) 10,000,000 which 3,756,051 shares of Common Stock, with 100,000 shares having been which are issued and currently outstanding, outstanding and (ii) 1,000,000 convertible 10,000,000 are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, par value $.01 per share of which 35,484.07 0 shares have been of preferred stock are issued and are presently outstanding. The authorized capital stock of each Subsidiary of the Company is set forth on Schedule 4.3.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 100,000,000 shares, is composed of (i) 10,000,000 which 90,000,000 are shares of Common Stock, with 100,000 par value $.0001 per share, 46,761,572 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible 10,000,000 are shares of preferred stock, including 45,000 par value $.0001 per share of which 1,214,796 shares that have been designated as of Series A Convertible Preferred Stock, Stock with a stated value of which 35,484.07 $.0001 per share and an initial conversion ration of 2.5 shares have been of Common Stock per preferred share are issued and are presently outstanding.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed consists of (i) 10,000,000 shares of Common Stock, with 100,000 shares having been issued and currently outstanding, par value $0.001 per share and (ii) 1,000,000 convertible preferred stock, including 45,000 20,000,000 shares that have been designated as Series A Convertible Preferred of Class B Common Stock, par value $0.001 per share, [8,221,101] shares of Common Stock of which 35,484.07 shares have been are issued and are presently outstanding.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 90,000,000 shares, is composed of (i) 10,000,000 which 85,000,000 are shares of Common Stock, with 100,000 par value $0.01 per share, 38,433,829 shares having been of which are issued and currently outstandingoutstanding , and (ii) 1,000,000 convertible 5,000,000 are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible par value $0.01 per share (the “Preferred Stock, ”) of which 35,484.07 75,682 shares have been of preferred stock are issued and are presently outstanding. The authorized capital stock of each Subsidiary of the Company is set forth on Schedule 4.3.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the ClosingJune 30, is composed 2003, consists of (i) 10,000,000 20,000,000 shares of Common Stock, with 100,000 par value $0.01 per share, 13,937,738 shares having been of which are issued and currently outstanding, outstanding and (ii) 1,000,000 convertible 10,000,000 shares preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, par value $1.00 per share of which 35,484.07 235,000 shares have been issued and are presently outstanding.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 500,000,000 shares, is composed of (i) 10,000,000 which 495,000,000are shares of Common Stock, with 100,000 par value $0.0001 per share, 8,354,053 shares having been of which are issued and currently 7,775,824 of which are outstanding, and (ii) 1,000,000 convertible 5,000,000are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, par value $0.00001 per share of which 35,484.07 no shares have been of preferred stock are issued and are presently outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of the Company is set forth on Schedule 4.3.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closing, is composed consists of (i) 10,000,000 250,000,000 shares of Common Stock, with 100,000 3,002,000 shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock50,000,000 shares of Preferred Stock, including 45,000 of which 2,000 shares that have been are designated as Series X Super Voting Preferred Stock, all of which are issued and outstanding, and 11,000 shares are designated Series A Convertible Preferred Stock, none of which 35,484.07 shares have been are issued and are presently outstanding.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 320,000,000 shares, is composed of (i) 10,000,000 which 300,000,000 are shares of Common Stock, with 100,000 par value $.0001 per share, 54,823,750 shares having been of which are issued and currently outstanding, outstanding and (ii) 1,000,000 convertible 20,000,000 are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, par value $.0001 per share of which 35,484.07 0 shares have been of preferred stock are issued and are presently outstanding. The authorized capital stock of each Subsidiary of the Company is set forth on Schedule 4.3.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of Fifty Million (50,000,000) shares, is composed all of (i) 10,000,000 which are shares of Common Stock, with 100,000 par value $0.001 per share, Seven Million Nine Hundred Thirty Six Thousand Eight Hundred Seventy One (7,987,451) shares having been of which are issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, of which 35,484.07 shares have been issued and are presently outstanding.

Capitalization; Voting Rights. (a) The Company’s authorized capital stockstock of the Company, as of immediately prior to the Closingdate hereof consists of 21,000,000 shares, is composed of which (i) 10,000,000 20,000,000 are shares of Common Stock, with 100,000 no par value per share, of which 7,921,113 shares having been are issued and currently outstanding, and (ii) 1,000,000 convertible are shares of preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stockno par value per share, of which 35,484.07 no shares have been are issued and are presently outstanding.