Common use of Capitalization; Voting Rights Clause in Contracts

Capitalization; Voting Rights. (i) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of which 1,000,000,000 are shares of Common Stock, par value $0.001 per share, 99,776,704 shares of which of which are issued and outstanding and 10,502,000 are shares of preferred stock, par value $0.001 per share of which 378,061 shares of Series A preferred stock are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on Schedule 12(c).

Capitalization; Voting Rights. (i) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of 96,000,000 shares, of which 1,000,000,000 95,000,000 are shares of Common Stock, par value $0.001 0.005 per share, 99,776,704 shares of which 44,641,388shares of which are issued and outstanding outstanding, and 10,502,000 1,000,000 are shares of preferred stock, par value $0.001 1.75 per share of which 378,061 no shares of Series A preferred stock are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on Schedule 12(c).

Capitalization; Voting Rights. (i) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of 50,000,000 shares, of which 1,000,000,000 50,000,000 are shares of Common Stock, par value $0.001 0.005 per share, 99,776,704 13,601,052 shares of which of which are issued and outstanding as of March 31, 2005, and 10,502,000 10,000,000 are shares of preferred stock, par value $0.001 0.01 per share of which 378,061 no shares of Series A preferred stock are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on Schedule 12(c).

Capitalization; Voting Rights. (i) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of 100,000,000 shares, of which 1,000,000,000 100,000,000 are shares of Common Stock, par value $0.001 per share, 99,776,704 12,611,140 shares of which of which are issued and outstanding and 10,502,000 are shares of preferred stock, par value $0.001 per share of which 378,061 shares of Series A preferred stock are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on Schedule 12(c).

Capitalization; Voting Rights. (i) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of 250,000,000 shares, of which 1,000,000,000 200,000,000 are shares of Common Stock, par value $0.001 per share, 99,776,704 28,253,570 shares of which of which are issued and outstanding outstanding, and 10,502,000 50,000,000 are shares of preferred stock, par value $0.001 per share of which 378,061 250,000 shares of Series A 10% convertible preferred stock are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on Schedule 12(c).

Capitalization; Voting Rights. (i) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of 600,000,000 million shares, of which 1,000,000,000 500,000,000 are shares of Common Stock, par value $0.001 0.00001 per share, 99,776,704 2,091,605 shares of which of which are issued and outstanding outstanding, and 10,502,000 100,000,000 are shares of preferred stock, par value $0.001 0.00001 per share of which 378,061 15,580,932 shares of 10% Series A preferred stock Convertible Preferred Stock are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on Schedule 12(c).

Capitalization; Voting Rights. (i) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of which 1,000,000,000 are 20,000,000 shares of Common Stock, par value $0.001 0.01 per share, 99,776,704 2,300,957 shares of which of which are issued and outstanding outstanding, and 10,502,000 are 5,000,000 undesignated shares of preferred stock, par value $0.001 0.01 per share of which 378,061 shares of Series A preferred stock none are issued and outstanding. The authorized, issued and outstanding capital stock of each other Company and each Subsidiary of each Company is set forth on Schedule 12(c).

Capitalization; Voting Rights. (i) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of 15,000,000 shares, of which 1,000,000,000 10,000,000 are shares of Common Stock, par value $0.001 0.01 per share, 99,776,704 4,333,333 shares of which of which are issued and outstanding outstanding, and 10,502,000 5,000,000 are shares of preferred stock, par value $0.001 0.01 per share of which 378,061 no shares of Series A preferred stock are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on Schedule 12(c).

Capitalization; Voting Rights. (i) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of 125,000,000 shares, of which 1,000,000,000 100,000,000 are shares of Common Stock, par value $0.001 per share, 99,776,704 17,400,000 shares of which of which are issued and outstanding outstanding, and 10,502,000 25,000,000 are shares of ‘blank check’ preferred stock, par value $0.001 per share share, of none of which 378,061 shares of Series A preferred stock are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on Schedule 12(c).

Capitalization; Voting Rights. (ia) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of [335,000,000] shares, of which 1,000,000,000 [300,000,000] are shares of Common Stock, par value $0.001 per share, 99,776,704 [20,558,931] shares of which of which are issued and outstanding outstanding, and 10,502,000 [35,000,000] are shares of preferred stock, par value $0.001 per share of which 378,061 no shares of Series A preferred stock are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on Schedule 12(c).

Capitalization; Voting Rights. (ia) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of 335,000,000 shares, of which 1,000,000,000 300,000,000 are shares of Common Stock, par value $0.001 per share, 99,776,704 32,602,553 shares of which of which are issued and outstanding outstanding, and 10,502,000 35,000,000 are shares of preferred stock, par value $0.001 per share of which 378,061 no shares of Series A preferred stock are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on Schedule 12(c).

Capitalization; Voting Rights. (i) The authorized capital stock of the Parent, as of the date hereof hereof, consists 1,010,502,000 of which 1,000,000,000 are 200,000,000 shares of Common Stock, par value $0.001 0.01 per share, 99,776,704 shares of which of which 97,330,006 shares are issued and outstanding (excluding the Grant Shares to be issued to Laurus pursuant to this Agreement), and 10,502,000 are 20,000,000 shares of preferred stock, par value $0.001 0.01 per share share, none of which 378,061 shares of Series A preferred stock are issued and is outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on Schedule 12(c).

Capitalization; Voting Rights. (i) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of 20,000,000 shares, of which 1,000,000,000 18,000,000 are shares of Common Stock, par value $0.001 0.01 per share, 99,776,704 8,999,706 shares of which of which are issued and outstanding outstanding, and 10,502,000 2,000,000 are shares of preferred stock, par value $0.001 0.01 per share of which 378,061 42,500 shares of Series A preferred stock 8% Cumulative Convertible Preferred Stock are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on Schedule 12(c).

Capitalization; Voting Rights. (i) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of which 1,000,000,000 are shares 100,000,000shares of Common Stock, par value $0.001 per share, 99,776,704 shares of which the number of which shares set forth on Schedule 12(c) are issued and outstanding outstanding, and 10,502,000 25,000,000 are shares of preferred stock, par value $0.001 per share of which 378,061 no shares of Series A preferred stock are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on Schedule 12(c).

Capitalization; Voting Rights. (i) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of 75,000,000 shares, all of which 1,000,000,000 are shares of Common Stock, par value $0.001 per share, 99,776,704 14,069,297 shares of which of which are issued and outstanding and 10,502,000 are shares of preferred stock, par value $0.001 per share of which 378,061 shares of Series A preferred stock are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on Schedule 12(c).

Capitalization; Voting Rights. (i) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of 50,000,000 shares, of which 1,000,000,000 40,000,000 are shares of Common Stock, par value $0.001 0.01 per share, 99,776,704 10,179,759 shares of which of which are issued and outstanding outstanding, and 10,502,000 1,000,000 are shares of preferred stock, par value $0.001 0.01 per share of which 378,061 0 shares of Series A preferred stock are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on Schedule 12(c).

Capitalization; Voting Rights. (i) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of 32,000,000 shares, of which 1,000,000,000 30,000,000 are shares of Common Stock, par value $0.001 per share, 99,776,704 3,322,182 shares of which of which are issued and outstanding outstanding, and 10,502,000 2,000,000 are shares of preferred stock, par value $0.001 per share of which 378,061 no shares of Series A preferred stock are issued and outstanding. The authorized, issued and outstanding capital stock or limited liability company membership interests, as applicable, of each Subsidiary of each Company is set forth on Schedule 12(c).

Capitalization; Voting Rights. (i) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of 50,000,000 shares, all of which 1,000,000,000 are shares of Common Stock, par value $0.001 0.01 per share, 99,776,704 4,538,773 shares of which of which are issued and outstanding and 10,502,000 are shares of preferred stock, par value $0.001 per share of which 378,061 shares of Series A preferred stock are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on Schedule 12(c).

Capitalization; Voting Rights. (i) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of 32,000,000 shares, of which 1,000,000,000 30,000,000 are shares of Common Stock, no par value $0.001 per share, 99,776,704 10,470,654 shares of which of which are issued and outstanding outstanding, and 10,502,000 2,000,000 are shares of preferred stock, no par value $0.001 per share of which 378,061 no shares of Series A preferred stock are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on Schedule 12(c).

Capitalization; Voting Rights. (i) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of 61,000,000 shares, of which 1,000,000,000 60,000,000 are shares of Common Stock, par value $0.001 0.01 per share, 99,776,704 36,969,397 shares of which of which are issued and outstanding outstanding, and 10,502,000 1,000,000 are shares of preferred stock, par value $0.001 0.01 per share of which 378,061 10,000 shares of Series A preferred stock C Preferred Stock have been authorized and 8,765.7122 shares of Series C Preferred Stock are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on Schedule 12(c).

Capitalization; Voting Rights. (i) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of which 1,000,000,000 are (x) 100,000,000 shares of Common Stock, par value $0.001 per share, 99,776,704 shares share of which the number of which shares set forth on Schedule 12(c) are issued and outstanding outstanding, and 10,502,000 (y) 25,000,000 are shares of preferred stock, par value $0.001 per share of which 378,061 no shares of Series A preferred stock are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on Schedule 12(c).

Capitalization; Voting Rights. (i) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of 110,000,000 shares, of which 1,000,000,000 100,000,000 are shares of Common Stock, par value $0.001 per share, 99,776,704 43,712,726 shares of which of which are issued and outstanding outstanding, and 10,502,000 10,000,000 are shares of preferred stock, par value $0.001 per share of which 378,061 shares of Series A preferred stock none are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary and Foreign Subsidiary of each Company is set forth on Schedule 12(c).

Capitalization; Voting Rights. (i) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of which 1,000,000,000 are shares 100,000,000 of Common Stock, par value $0.001 per share, 99,776,704 29,065,152 shares of which of which are issued and outstanding and 10,502,000 are shares of preferred stock, par value $0.001 per share of which 378,061 shares of Series A preferred stock are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on Schedule 12(c).

Capitalization; Voting Rights. (i) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of 47,000,000 shares, of which 1,000,000,000 45,000,0000 are shares of Common Stock, par value $0.001 0.01 per share, 99,776,704 13,676,820 shares of which of which are issued and outstanding outstanding, and 10,502,000 2,000,000 are shares of preferred stock, par value $0.001 0.01 per share share, of which 378,061 no shares of Series A preferred stock are issued and outstanding. The authorized, issued and outstanding authorized capital stock of each Subsidiary of each Company is set forth on Schedule 12(c).

Capitalization; Voting Rights. (i) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of 260,000,000 shares, of which 1,000,000,000 250,000,000 are shares of Common Stock, par value $0.001 per share, 99,776,704 35,802,211 shares of which of which are issued and outstanding outstanding, and 10,502,000 10,000,000 are shares of preferred stock, par value $0.001 per share of which 378,061 200,000 shares of Series A and 49.33 shares of Series B preferred stock are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on Schedule 12(c).

Capitalization; Voting Rights. (i) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of 110,000,000 shares, of which 1,000,000,000 100,000,000 are shares of Common Stock, par value $0.001 0.000001 per share, 99,776,704 52,925,896 shares of which of which are issued and outstanding outstanding, and 10,502,000 10,000,000 are shares of preferred stock, par value $0.001 0.01 per share of which 378,061 15,000 shares have been designated as Series B redeemable Preferred Stock and 14,550 shares of Series A preferred stock such series are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on Schedule 12(c).

Capitalization; Voting Rights. (i) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of 105,000,000 shares, of which 1,000,000,000 100,000,000 are shares of Common Stock, par value $0.001 per share, 99,776,704 5,410,575 shares of which of which are issued and outstanding outstanding, and 10,502,000 5,000,000 are shares of preferred stock, par value $0.001 0.01 per share of which 378,061 2,500,000 shares of Series 10% Class A convertible preferred stock are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on Schedule 12(c).

Capitalization; Voting Rights. (i) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of which 1,000,000,000 are 40,000,000 shares of Common Stock, par value $0.001 per share, 99,776,704 7,477,294 shares of which of which are issued and outstanding outstanding, and 10,502,000 10,000,000 are shares of preferred stock, par value $0.001 per share of which 378,061 814,998 shares of 7% Convertible Preferred Stock and 746,157 shares of Series A preferred stock B 7% Convertible Preferred Stock are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on Schedule 12(c).

Capitalization; Voting Rights. (i) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of 100,000,000 shares, of which 1,000,000,000 100,000,000 are shares of Common Stock, par value $0.001 per share, 99,776,704 46,592,546 shares of which of which are issued and outstanding and 10,502,000 are shares of preferred stock, par value $0.001 per share of which 378,061 shares of Series A preferred stock are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on Schedule 12(c).

Capitalization; Voting Rights. (i) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of 64,000,000 shares, of which 1,000,000,000 60,000,000 are shares of Common Stock, par value $0.001 per share, 99,776,704 31,104,579 shares of which of which are issued and outstanding outstanding, and 10,502,000 4,000,000 are shares of preferred stock, par value $0.001 per share of which 378,061 0 shares of Series A preferred stock are issued and outstanding. The authorized, issued and outstanding authorized capital stock of each Subsidiary of each Company is set forth on Schedule 12(c).

Capitalization; Voting Rights. (i) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of 185,000,000 shares, of which 1,000,000,000 175,000,000 are shares of Common Stock, par value $0.001 per share, 99,776,704 65,149,522 shares of which of which are issued and outstanding outstanding, and 10,502,000 10,000,000 are shares of preferred stock, par value $0.001 0.0001 per share of which 378,061 no shares of Series A preferred stock are issued and outstanding. The authorized, issued and outstanding capital stock of each other Company and each Subsidiary of each Company is set forth on Schedule 12(c).

Capitalization; Voting Rights. (i) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of 150,750,000 shares, of which 1,000,000,000 150,000,000 are shares of Common Stock, par value $0.001 0.01 per share, 99,776,704 86,271,402 shares of which of which are issued and outstanding outstanding, and 10,502,000 750,000 are shares of preferred stock, par value $0.001 0.01 per share of which 378,061 100,750 shares of Series A preferred stock are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on Schedule 12(c).

Capitalization; Voting Rights. (id) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of 110,000,000 shares, of which 1,000,000,000 100,000,000 are shares of Common Stock, par value $0.001 0.01 per share, 99,776,704 62,508,883 shares of which of which are issued and outstanding outstanding, and 10,502,000 10,000,000 are shares of preferred stock, par value $0.001 per share of which 378,061 No shares of Series A preferred stock are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on Schedule 12(conSchedule12(c).

Capitalization; Voting Rights. (ia) The authorized capital stock of the ParentCompany, as of the date hereof consists 1,010,502,000 of 110,000,000 shares, of which 1,000,000,000 100,000,000 are shares of Common Stock, par value $0.001 per share, 99,776,704 23,570,799 shares of which of which are issued and outstanding as of September 15, 2004, and 10,502,000 10,000,000 are shares of preferred stock, par value $0.001 per share of which 378,061 0 (zero) shares of Series A preferred stock are issued and outstanding. The authorized, issued and outstanding authorized capital stock of each Subsidiary of each the Company is set forth on Schedule 12(c)4.3.

Capitalization; Voting Rights. (i) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of 110,000,000 shares, of which 1,000,000,000 100,000,000 are shares of Common Stock, par value $0.001 0.01 per share, 99,776,704 27,184,488 shares of which of which are issued and outstanding outstanding, and 10,502,000 10,000,000 are shares of preferred stock, par value $0.001 .001 per share share. Additionally, 10,000 shares of such preferred stock have been designated as 6% Series A Convertible Preferred Stock of which 378,061 4,150 of such shares of Series A preferred stock are issued and outstanding. The authorized, issued and outstanding capital stock of each Eligible Subsidiary of each Company is set forth on Schedule 12(c).

Capitalization; Voting Rights. (i) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of 210,000,000 shares, of which 1,000,000,000 (A) 200,000,000 are shares of Common Stock, par value $0.001 0.0001 per share, 99,776,704 46,276,946 shares of which of which are issued and outstanding and 10,502,000 (B) 10,000,000 are shares of preferred stock, par value $0.001 per share none of which 378,061 shares of Series A preferred stock are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on Schedule 12(c).

Capitalization; Voting Rights. (i) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of 41,000,000 shares, of which 1,000,000,000 40,000,000 are shares of Common Stock, par value $0.001 0.01 per share, 99,776,704 20,306921 shares of which of which are issued and outstanding outstanding, and 10,502,000 1,000,000 are shares of preferred stock, par value $0.001 1.00 per share of which 378,061 no shares of Series A preferred stock are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on Schedule 12(c).

Capitalization; Voting Rights. (i) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of 210,000,000 shares, of which 1,000,000,000 (A) 200,000,000 are shares of Common Stock, par value $0.001 0.0001 per share, 99,776,704 48,038,107 shares of which of which are issued and outstanding and 10,502,000 (B) 10,000,000 are shares of preferred stock, par value $0.001 per share none of which 378,061 shares of Series A preferred stock are issued and outstanding. The authorized, issued and outstanding capital stock of each other Company and each Subsidiary of each Company is set forth on Schedule 12(c).

Capitalization; Voting Rights. (i) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of 110,000,000 shares, of which 1,000,000,000 100,000,000 are shares of Common Stock, no par value $0.001 per share, 99,776,704 42,855,513 shares of which of which are issued and outstanding outstanding, and 10,502,000 10,000,000 are shares of preferred stock, no par value $0.001 per share of which 378,061 1,000,000 shares of Series A 7% preferred stock are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on Schedule 12(c).. ---------------

Capitalization; Voting Rights. (i) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of 300,000,000 shares, of which 1,000,000,000 275,000,000 are shares of Common Stock, par value $0.001 0.0001 per share, 99,776,704 148,033,884 shares of which of which are issued and outstanding outstanding, and 10,502,000 25,000,000 are shares of preferred stock, par value $0.001 0.0001 per share of which 378,061 no shares of Series A preferred stock are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on Schedule 12(c).

Capitalization; Voting Rights. (i) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of 56,000,000 shares, of which 1,000,000,000 55,000,000 are shares of Common Stock, par value $0.001 0.01 per share, 99,776,704 27,215,361 shares of which of which are issued and outstanding outstanding, and 10,502,000 1,000,000 are shares of preferred stock, par value $0.001 0.01 per share of which 378,061 –0- shares of Series A preferred stock are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on Schedule 12(c).