Common use of Capitalization Clause in Contracts

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of 500,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 shares of Common Stock and 0 shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of 500,000,000 75,000,000 shares of Common Stock, par value $0.0001 0.001 per share and 10,000,000 shares of Preferred Stock share, of which 300,025,242 48,881,458 shares of Common Stock and 0 shares of Preferred Stock were are issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no No shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as As of the date hereofof this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities and (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement)) and (iv) there are no outstanding registration statements and there are no outstanding comment letters from the SEC or any other regulatory agency. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation issuance of the transactions Convertible Debentures as described herein or thereinin this Agreement. The Company has furnished to the Investor Buyer true and correct copies of the Company’s Certificate Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate Articles of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect theretothereto other than stock options issued to employees and consultants.

Capitalization. (a) As of the date hereofEffective Date, the authorized capital stock of the Company consists of 500,000,000 100,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 39,385,363 shares are issued and outstanding, and no shares are held by the Company as treasury shares. All outstanding shares of Common Stock and 0 shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been are duly authorized, validly issued and are issued, fully paid and nonassessable. Except as disclosed in the SEC Documents, no No shares of Common Stock capital stock of the Company are subject to preemptive rights or any other similar rights of the stockholders of the Company or any liens or encumbrances suffered imposed through the actions or permitted by failure to act of the Company. Except as disclosed in the SEC Documents, as As of the date hereofof this Agreement, except to the extent described in Schedule 5.9(a), (i) there are no outstanding options, warrants, scrip, rights to subscribe tofor, calls puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into, into or exchangeable for any shares of capital stock of the Company or any of its subsidiariesCompany, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiariesstock, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements securities, notes, credit agreements, credit facilities, or other than on Form S-8 and (iv) there are no agreements agreements, documents or arrangements under which instruments evidencing Indebtedness of the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act Subsidiaries, and (except pursuant to the Registration Rights Agreement). There iii) there are no securities or instruments containing anti-dilution or similar provisions that will would be triggered by this Agreement or any related agreement the issuance of the Amended Notes or the consummation of New Warrants or the transactions conversion or exercise thereof. Except as may be described herein or therein. The Company has furnished to the Investor true and correct copies in any documents which have been publicly filed by any of the Company’s Certificate of Incorporationstockholders, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and to the Company’s By-lawsknowledge, there are no agreements between the Company’s stockholders with respect to the voting or transfer of the Company’s capital stock or with respect to any other aspect of the Company’s affairs. (b) Schedule 5.9(b) consists of a complete and accurate schedule of the secured and unsecured Indebtedness of the Entities as of the Closing Date. Except as set forth on Schedule 5.9(b), none of the Entities has, directly or indirectly, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof Closing Date, created, incurred, permitted to exist, assumed, guaranteed or otherwise become, directly or indirectly, liable with respect to any Indebtedness. (c) The Company believes that (i) the financing herein contemplated is adequate to meet the concerns previously expressed by HIP and other key customers of the Company as to the adequacy of working capital available to the Company to fully support the Company’s current service offerings in respect theretosupport of these health maintenance organizations.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of 500,000,000 (i) 100,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 shares of Common Stock held in the Company's treasury as of such date and 0 (ii) 20,000,000 shares of Preferred Stock were Stock, no par value per share, of which no shares are issued and outstanding. All of such the issued and outstanding shares of Common Stock, including the Shares, have been validly issued duly authorized and are validly issued, fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock are nonassessable and not subject to the preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted of the stockholders of the Company other than such rights held by the CompanyCiba. Except as disclosed in the SEC Documents, as As of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, scrip, convertible or exchangeable securities or other rights to subscribe to, calls or commitments of any character whatsoever relating toto issued or unissued capital stock of the Company, or securities any contract or rights convertible into, agreement of any shares of character whatsoever relating to issued or unissued capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by pursuant to which the Company or any of its subsidiaries is or may become bound to issue or grant additional shares of its capital stock of the Company or any of its subsidiaries or related subscription rights, options, warrants, scripconvertible or exchangeable securities or other rights, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) the Company has not agreed to register any securities under the Securities Act or under any state securities law or granted registration rights to subscribe to, calls any Person or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, entity and (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements voting trusts, stockholders agreements, proxies or other than on Form S-8 and (iv) there are no contracts or agreements or arrangements under understandings in effect to which the Company is a party or any of its subsidiaries is obligated which it has Knowledge with respect to register the sale voting or transfer of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation outstanding shares of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect theretoStock.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of 500,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 shares of Common Stock and 0 shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessableis set forth in the SEC Documents. Except as disclosed in the SEC Documents, (i) no shares of Common Stock the Company’s capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (iii) there are no outstanding debt securities, (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiariesCompany, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiariesCompany, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act Act, (except pursuant v) there are no outstanding securities or instruments of the Company which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company is or may become bound to redeem a security of the Registration Rights Agreement). There Company, (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement and (vii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any related agreement similar plan or the consummation of the transactions described herein or thereinagreement. The Company has furnished to the Investor true and correct copies of the Company’s Amended and Restated Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-lawsBylaws, as in effect on the date hereof (the “By-lawsBylaws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of 500,000,000 50,000,000 shares of Common Stock, par value $0.0001 0.01 per share of which 49,150,000 shares of Common Stock were issued and outstanding and 10,000,000 shares of Preferred Stock of which 300,025,242 shares of Common Stock and 0 shares of Preferred Stock were issued and outstandingStock. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities and (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. .. The Company has furnished to the Investor true and correct copies of the Company’s 's Certificate of Incorporation, as amended and as in effect on the date hereof (the “"Certificate of Incorporation”"), and the Company’s 's By-laws, as in effect on the date hereof (the “"By-laws”"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of 500,000,000 100,000,000 shares of Common Stock, par value $0.0001 per share 0.001, and 10,000,000 shares of Preferred Stock Stock, par value $0.001 ("Preferred Stock") of which 300,025,242 37,872,224 shares of Common Stock and 0 zero shares of Preferred Stock were are issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no No shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as As of the date hereofof this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities and (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement)) and (iv) there are no outstanding registration statements and there are no outstanding comment letters from the SEC or any other regulatory agency. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation issuance of the transactions Convertible Debentures as described herein or thereinin this Agreement. The Company has furnished to the Investor Buyer true and correct copies of the Company’s Certificate 's Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate "Articles of Incorporation”"), and the Company’s 's By-laws, as in effect on the date hereof (the “"By-laws”"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect theretothereto other than stock options issued to employees and consultants.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of 500,000,000 75,000,000 shares of Common Stock, par value $0.0001 0.001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 30,839,078 shares of Common Stock and 0 shares of Preferred Stock were issued and outstandingoutstanding as of April 30, 2002. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities and (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. .. The Company has furnished to the Investor true and correct copies of the Company’s 's Certificate of Incorporation, as amended and as in effect on the date hereof (the “"Certificate of Incorporation”"), and the Company’s 's By-laws, as in effect on the date hereof (the “"By-laws”"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As All of the date hereof, issued and outstanding shares of the authorized Company's capital stock of the Company consists of 500,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 shares of Common Stock and 0 shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been duly authorized and validly issued and are fully paid paid, nonassessable and nonassessablefree of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third parties. Except as disclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as All of the date hereof, (i) there are no issued and outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Other than pursuant to the Investors' Rights Agreement (the "Investors' Agreement"), dated January __, 2005, among the Company and certain Investors (as defined therein) when such is executed and delivered, or pursuant to the Certificate of Designations, Preferences and Rights pertaining to the Company's Series C Preferred Stock (the "Series C Certificate of Designations") when such is filed and becomes effective, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Other than pursuant to the Investors' Agreement, or any agreements which have been filed as exhibits to the SEC Filings (collectively, the "Material Contracts"), there are no voting agreements, buy-sell agreements, options or rights of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Other than pursuant to the Investors' Agreement, or any of its subsidiariesthe Material Contracts, or contracts, commitments, understandings or arrangements by which no Person has the right to require the Company or to register any of its subsidiaries is or may become bound to issue additional shares of capital stock securities of the Company under the Securities Act, whether on a demand basis or any in connection with the registration of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company for its own account or for the account of any of its subsidiariesother Person, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Investors' Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation The issuance and sale of the transactions described herein Securities hereunder will not obligate the Company to issue shares of Common Stock or thereinother securities to any other Person (other than the Purchasers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company has furnished to the Investor true and correct copies of the Company’s Certificate of Incorporation, as amended and as does not have outstanding stockholder purchase rights or "poison pill" or any similar arrangement in effect on giving any Person the date hereof (right to purchase any equity interest in the “Certificate Company upon the occurrence of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect theretocertain events.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of 500,000,000 200,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 55,247,000 shares of Common Stock and 0 shares of Preferred Stock were are issued and outstanding. , and 100,000,000 shares of authorized Preferred Stock, of which no shares are issued and outstanding All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC DocumentsDocuments (as defined in paragraph 4.5), no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC DocumentsDocuments and on Schedule 4.3, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no currently effective outstanding registration statements other than on Form S-8 statements; and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement), except pursuant to the terms of an agreement between the Company and the Investor. There Except as disclosed in the SEC Documents, there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, hereof the authorized capital stock of the Company consists of 500,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 40,000,000 shares of Common Stock and 0 no shares of Preferred Stock, of which 12,965,003 shares of Common Stock were are issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no No shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as As of the date hereofof this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities and (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement)) and (iv) there are no outstanding registration statements and there are no outstanding comment letters from the SEC or any other regulatory agency. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation issuance of the transactions Convertible Debentures as described herein or thereinin this Agreement. The Company has furnished to the Investor Buyer true and correct copies of the Company’s Certificate 's Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate "Articles of Incorporation”"), and the Company’s By-laws's Bylaws, as in effect on the date hereof (the “By-laws”"Bylaws"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect theretothereto other than stock options issued to employees and consultants.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of 500,000,000 shares an unlimited number of Common StockCompany Shares. As of December 21, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 shares of Common Stock and 0 shares of Preferred Stock were 2004, there were: (i) 54,796,531 Company Shares issued and outstanding. All ; (ii) Company Options outstanding, entitling the holders thereof to acquire an aggregate of such outstanding shares have been validly issued 2,281,018 Company Shares; (iii) 299,433 RSUs granted by the Company; and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted (iv) 167,443 DSUs granted by the Company. Except as disclosed for the Company Options, RSUs and DSUs described in the SEC Documentsimmediately preceding sentence, as of the date hereof, (i) there are no outstanding options, warrants, scripconversion privileges or other rights, rights to subscribe toagreements, calls arrangements or commitments (pre-emptive, contingent or otherwise) obligating the Company or any Subsidiary of the Company to issue or sell any shares of the Company or of any character whatsoever relating to, such Subsidiary or securities or rights obligations of any kind convertible into, into or exchangeable for any shares of capital stock the Company or any Subsidiary of the Company, or to make any payment which is contingent on the value of any shares of the Company. All outstanding Company Shares have been duly authorized and are validly issued and outstanding as fully paid and non-assessable shares, free of pre-emptive rights. There are no outstanding bonds, debentures or other evidences of indebtedness of the Company or any of its subsidiaries, Subsidiaries having the right to vote (or contracts, commitments, understandings that are convertible for or arrangements by which exercisable into securities having the right to vote) with the holders of the Company or Shares on any of its subsidiaries is or may become bound to issue additional shares of capital stock matter. Except as set forth in the Disclosure Letter, there are no outstanding obligations of the Company or any of its subsidiaries Subsidiaries to repurchase, redeem or options, warrants, scrip, rights otherwise acquire any outstanding Company Shares or with respect to subscribe to, calls the voting or commitments disposition of any character whatsoever relating to, or outstanding securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt Subsidiaries. No holder of securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which issued by the Company or any Subsidiary of its subsidiaries is obligated the Company has any right to compel the Company to register or otherwise qualify securities for public sale in Canada, the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are no securities United States or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect theretoelsewhere.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of 500,000,000 8,978,999,990 shares of Common Stock, par value $0.0001 0.00001 per share and 10,000,000 shares of Preferred Stock share, of which 300,025,242 about 4,702,630,209 shares of Common Stock and 0 shares of Preferred Stock were are issued and outstandingoutstanding as of the date hereof. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereofof this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities either to or rights convertible into, into any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to an S-8 Registration Statement) and (iii) there are no outstanding registration statements (except for an S-8 Registration Statement and there are no outstanding comment letters from the Registration Rights Agreement)SEC or any other regulatory agency. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation issuance of the transactions Securities as described herein or thereinin this Agreement. The Company has furnished to the Investor Buyer true and correct copies of the Company’s Certificate Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate Articles of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect theretothereto other than stock options issued to employees and consultants.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of 500,000,000 five hundred million shares of Common Stock, par value $0.0001 0.001 per share share, and 10,000,000 20 million shares of Preferred Stock Stock, par value $0.001 per share (the “Preferred Stock”), of which 300,025,242 [268,236,005] shares of Common Stock and 0 shares of Preferred Stock were are issued and outstanding. All of such the outstanding shares have been of capital stock of the Company are validly issued and are issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Except as disclosed in Disclosure Schedule 4(e) and as set forth in the SEC Regulatory Disclosure Documents, no shares : (i) none of Common Stock are the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, ; (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities ; (iii) there are no outstanding registration statements debt securities, notes, credit agreements, credit facilities or other than on Form S-8 and (iv) there are no agreements agreements, documents or arrangements under instruments evidencing indebtedness of the Company or any of its subsidiaries or by which the Company or any of its subsidiaries is obligated to register or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the sale of aggregate, filed in connection with the Company or any of their its subsidiaries; (v) there are no outstanding securities under or instruments of the Securities Act Company or any of its subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to redeem a security of the Company or any of its subsidiaries; (except pursuant to the Registration Rights Agreement). There vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement the issuance of the Securities; (vii) the Company does not have any stock appreciation rights or "phantom stock" plans or agreements or any related agreement similar plan or agreement; and (viii) the consummation Company and its subsidiaries have no liabilities or obligations required to be disclosed in the Regulatory Disclosure Documents but not so disclosed therein, other than those incurred in the ordinary course of the transactions described herein Company’s or thereinits subsidiaries' respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished to the Investor true true, correct, and correct complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-lawsBylaws, as amended and as in effect on the date hereof (the “By-lawsBylaws”), and the terms of all securities convertible into into, or exercisable for or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. No further approval or authorization of any stockholder, the Board of Directors of the Company or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of 500,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 700,000,000 shares of Common Stock and 0 $0.001 par value per share of which approximately 42,952,500 shares of Preferred Common Stock were are issued and outstandingoutstanding as of January 31, 2013, respectively. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and S-1and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement)Act. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. This section shall not prevent the Company, after the date hereof, from obtaining other funding or other means of financing. The Company has furnished to the Investor via the SEC's live ▇▇▇▇▇ filing service true and correct copies of the Company’s Certificate Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate Articles of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and via conference call the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. (a) The issued and outstanding Units of the Company consists of 100 Company Units and there are no other issued or outstanding equity interests of the Company. As of the date hereof, there is one legal (registered) and beneficial owners of all of the authorized capital stock issued and outstanding Company Units as set forth on Schedule 6.3(a), all of which Company Units are owned by the holder free and clear of any Liens other than those imposed under the Company Organizational Documents and applicable securities Laws. After giving effect to Merger 2, Pubco shall own all of the issued and outstanding Units of the Company consists free and clear of 500,000,000 shares of Common Stock, par value $0.0001 per share any Liens other than those imposed under the Company Organizational Documents and 10,000,000 shares of Preferred Stock of which 300,025,242 shares of Common Stock and 0 shares of Preferred Stock were issued and outstandingapplicable securities Laws. All of such the outstanding shares Units of the Company have been validly issued and duly authorized, are fully paid and nonassessablenon-assessable and not in violation of any purchase option, right of first refusal, preemptive right, subscription right, any other applicable Law, the Company’s Organizational Documents or any Contract to which the Company is a party or by which the Company or its securities are bound. The Company does not, directly or indirectly, hold any of its shares or other equity interests in treasury. (b) The Company has not reserved any Company Units for issuance to officers, directors, employees, and consultants of the Company pursuant to any Company Equity Plan. As of the date hereof, there are no Company Convertible Securities or preemptive rights or rights of first refusal or first offer, nor are there any Contracts, commitments, arrangements or restrictions to which the Company or, to the Knowledge of the Company, any of their respective shareholders are a party or bound relating to any equity securities of the Company, whether or not outstanding. There are no outstanding or authorized equity appreciation, phantom equity or similar rights with respect to the Company. Except as set forth on Schedule 6.3(b), there are no voting trusts, proxies, shareholder agreements or any other agreements or understandings with respect to the voting of the Company’s equity interests. Except as set forth in the Company’s Organizational Documents, there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any of its equity interests or securities, nor has the Company granted any registration rights to any Person with respect to its equity securities. All of the issued and outstanding Units of the Company have been granted, offered, sold and issued in compliance with all applicable securities Laws. As a result of the consummation of the transactions contemplated by this Agreement, no Units of the Company are issuable and no rights in connection with any interests, warrants, rights, options or other securities of the Company accelerate or otherwise become triggered (whether as to vesting, exercisability, convertibility or otherwise). (c) Except as disclosed in the SEC DocumentsCompany Financials, no shares since December 31, 2023, the Company has not declared or paid any distribution or dividend in respect of Common Stock are subject to preemptive rights its equity interests and has not repurchased, redeemed, or otherwise acquired any other similar rights or any liens or encumbrances suffered or permitted by equity interests of the Company. Except as disclosed in , and the SEC Documents, as board of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock directors of the Company or has not authorized any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect theretoforegoing.

Capitalization. As of the date hereof, the The authorized share capital stock of the Company consists of 500,000,000 an unlimited number of Class A Shares, an unlimited number of Class B Shares, an unlimited number of Ordinary Shares, an unlimited number of first preferred shares, issuable in series, and an unlimited number of second preferred shares, issuable in series. As of February 19, 2008, there were issued and outstanding the number of Class A Shares, Class B Shares and Ordinary Shares set out in the Company Disclosure Letter and no other shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 shares of Common Stock and 0 shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC DocumentsThe Company Disclosure Letter sets forth, as of February 19, 2008, the date hereofnumber of outstanding Options, (i) the outstanding PSUs and SARs, all holders thereof and the exercise price or reference price or grant value, as applicable, and vested amounts, where applicable, of such Options, PSUs and SARs. Except with respect to the Options, PSUs and SARs set forth in the Company Disclosure Letter, rights under the Employee Share Purchase Plan and pursuant to the terms of the Class A Shares, the Class B Shares and the Ordinary Shares and in connection with the transactions contemplated hereby, there are no outstanding options, warrants, scripconversion privileges, rights to subscribe toequity-based awards or other rights, calls agreements or commitments of any character whatsoever relating torequiring or which may require the issuance, sale or securities or rights convertible into, transfer by the Company of any shares of capital stock or other securities of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company (including Shares and preferred shares) or any of its subsidiaries or ACN or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, or whose value is based on or may become bound in reference to issue additional the value or price of, any shares or other securities of capital stock the Company (including Shares and preferred shares) or any of its subsidiaries or ACN. All outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable (and no such shares have been issued in violation of any preemptive or similar rights), and all Class A Shares issuable upon the exercise of rights under the Options in accordance with their respective terms have been duly authorized and, upon issuance, shall be validly issued as fully paid and non-assessable. No Shareholder is entitled to any pre-emptive or other similar right granted by the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement)ACN. There are no securities outstanding contractual or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies other obligations of the Company’s Certificate , any subsidiary or ACN to repurchase, redeem or otherwise acquire any of Incorporationits securities or with respect to the voting or disposition of any outstanding securities of a subsidiary or ACN, except with respect to the Ordinary Shares as amended and as provided for in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on articles and/or the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect theretoShareholders’ Agreement.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of 500,000,000 1,000,000,000 shares of Common Stock, $0.00014 par value $0.0001 per share value; 516,453,806 and 10,000,000 503,453,831 shares of Preferred Stock of which 300,025,242 shares of Common Stock and 0 shares of Preferred Stock were issued and outstanding, respectively. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and S-1and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. This section shall not prevent the Company, after the date hereof, from obtaining other funding or other means of financing. The Company has furnished to the Investor true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the The Company has authorized capital stock of the Company consists of 500,000,000 50,000,000 shares of Common Stock, of which there are 15,111,097 shares issued and outstanding as of June 9, 2000, and 7,500,000 shares of preferred stock, $0.01 par value $0.0001 per share and 10,000,000 shares of Preferred Stock share, none of which 300,025,242 shares of Common Stock and 0 shares of Preferred Stock were are issued and outstanding. All of such the issued and outstanding shares have been of Common Stock were duly and validly issued and are fully paid and nonassessablenon-assessable. Except as disclosed in None of the SEC Documents, no outstanding shares of Common Stock are subject to have been issued in violation of any preemptive rights of the current or any other similar rights or any liens or encumbrances suffered or permitted by past shareholders of the Company. Except as disclosed set forth in the Company SEC DocumentsDocuments or on SCHEDULE 10.6, as of the date hereofand except for shares that may be issued in connection with completed or pending acquisitions and financings or options or warrants issued to, (i) or to be issued to, SJMB, there are no outstanding options, warrants, scrip, warrants or rights to subscribe tofor, calls or commitments of any character whatsoever relating to, or securities or rights convertible intointo or exchangeable for, any shares of the capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound be obligated to issue additional shares of its capital stock of the Company or any of its subsidiaries or options, warrants, scrip, or rights to subscribe purchase or acquire any additional shares of its capital stock. All of the Common Stock issued on the exercise of the Warrants will be fully paid, non-assessable and free and clear of any preemptive rights and Encumbrances. As used in this Reimbursement Agreement, the term "Encumbrance" means and includes (i) any security interest, mortgage, deed of trust, lien, charge, pledge, proxy, adverse claim, equity, power of attorney, or restriction of any kind, including but not limited to, calls any restriction or commitments servitude on the use, transfer, receipt of income, or other exercise of any character whatsoever relating toattributes of ownership, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, and (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements any notice of pledge registered with any financial intermediary or broker, any Uniform Commercial Code financing statement or other than on Form S-8 and (iv) there are no agreements public filing, notice or arrangements under which the Company record that by its terms purports to evidence or any of its subsidiaries is obligated to register the sale notify interested parties of any of their securities under the Securities Act matters referred to in clause (except pursuant to the Registration Rights Agreement). There are no securities i) that has not been terminated or instruments containing anti-dilution released by another proper filing, notice or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect theretorecord.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of 500,000,000 100,000,000 shares of Common Stock, par value $0.0001 0.001 per share and 10,000,000 20,000,000 shares of Preferred Stock of which 300,025,242 50,150,388 shares of Common Stock and 0 no shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, hereof and except for an obligation to issue 1,000,000 shares of restricted Common Stock (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements and there are no outstanding comment letters from the SEC or any other than on Form S-8 regulatory agency and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s 's Certificate of Incorporation, as amended and as in effect on the date hereof (the “"Certificate of Incorporation”"), and the Company’s 's By-laws, as in effect on the date hereof (the “"By-laws”"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists is set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Commission on March 12, 2024. The Company’s disclosure of 500,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 shares of Common Stock and 0 shares of Preferred Stock were its issued and outstandingoutstanding capital stock in its most recent SEC Report containing such disclosure was accurate in all material respects as of the date indicated in such SEC Report. All of such the issued and outstanding shares of capital stock of the Company have been duly authorized and validly issued and issued, are fully paid and nonassessableare non-assessable. Except None of the issued and outstanding shares of the Company were issued in violation of any preemptive rights, and no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. As of the date hereof, and except as disclosed in the SEC Reports or as provided in any of the Transaction Documents, (i) no shares of Common Stock the Company’s capital stock are subject to preemptive rights or any other similar rights or any liens Liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as (ii) there are no outstanding debt securities, (iii) except for outstanding securities of the date hereofCompany under the equity incentive plans of the Company (the “Stock Plans”), (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiariesSubsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiariesSubsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) except as disclosed in the SEC Reports, there are no agreements or arrangements under which the Company or any of its subsidiaries Subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There , (v) except as disclosed in the SEC Reports, there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries, (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Shares as described in this Agreement and (vii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any related agreement similar plan or the consummation of the transactions described herein or thereinagreement. The Company has furnished made available to the Investor Purchaser true and correct copies of the Company’s Certificate certificate of Incorporation, as amended incorporation and as in effect on the date hereof (the “Certificate of Incorporation”)bylaws, and summaries of the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the material terms of all securities convertible into or exercisable for Common Stock, if any (other than outstanding securities of the Company under the Stock Plans), and copies of any documents containing the material rights of the holders thereof of such securities in respect theretothereto that are not disclosed in the SEC Reports.

Capitalization. As The equity capitalization of the date hereofCompany as of February 15, 2006 is as set forth on Schedule 4.4 hereto. The Shares to be sold pursuant to this Agreement have been duly authorized, and when issued and paid for in accordance with the authorized terms of this Agreement, will be duly and validly issued, fully paid and nonassessable and free of any preemptive rights for any other securityholder of the Company. The outstanding shares of capital stock of the Company consists of 500,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 shares of Common Stock and 0 shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been duly and validly issued and are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and were not issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Except as disclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date set forth on Schedule 4.4 hereof, (i) there are no outstanding optionsrights (including, warrantswithout limitation, scrippreemptive rights), rights warrants or options to subscribe to, calls or commitments of any character whatsoever relating toacquire, or securities instruments convertible into or rights convertible intoexchangeable for, any shares of capital stock or other equity interest in the Company or any Subsidiary, or any contract, commitment, agreement, understanding or arrangement of any kind to which the Company is a party or of which the Company has knowledge and relating to the issuance or sale of any capital stock of the Company or any Subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options. Without limiting the foregoing, no preemptive right, co-sale right, right of first refusal, registration right, or other similar right exists with respect to the Shares or the issuance and sale thereof. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Shares. The Company owns the entire equity interest in each of its subsidiariesSubsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments free and clear of any character whatsoever relating topledge, lien, security interest, encumbrance, claim or securities or rights convertible intoequitable interest, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than as set forth on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement)Schedule 4.4 hereof. There are no securities stockholders agreements, voting agreements or instruments containing anti-dilution or other similar provisions that will be triggered by this Agreement or any related agreement or agreements with respect to the consummation Common Stock to which the Company is a party or, to the knowledge of the transactions described herein Company between or therein. The Company has furnished to the Investor true and correct copies among any of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto's stockholders.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of 500,000,000 _________ shares of Common Stock, par value $0.0001 0.001 per share and 10,000,000 _________ shares of Preferred Stock of which 300,025,242 ________ shares of Common Stock and 0 _________ shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s 's Certificate of Incorporation, as amended and as in effect on the date hereof (the “"Certificate of Incorporation”"), and the Company’s 's By-laws, as in effect on the date hereof (the “"By-laws”"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As The authorized, issued and outstanding capital stock of the Company consists on the date hereof, and will on the Closing Date consist solely of 1,000 shares of Common Stock, having no par value, of which 520.824 shares are issued and outstanding and owned by the Stockholders, as set forth on Schedule A, free and clear of all Claims, in each case with no personal liability attaching to the ownership thereof. All of such shares are duly authorized, validly issued, fully paid and nonassessable and were issued in full compliance with all federal, state and local rules, laws and regulations. The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class and series of authorized capital stock of the Company consists of 500,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 shares of Common Stock and 0 shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed set forth in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s Certificate Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate Company Articles of Incorporation”), and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable in accordance with all applicable laws. There are, and at the Closing Date there will be, no shares held in the corporate treasury of the Company and no shares reserved for issuance. As of the date hereof there are, and as of the Closing Date there will be, no outstanding subscriptions, options, warrants, rights, calls or convertible securities, stock appreciation rights (phantom or otherwise), phantom stock rights, joint venture, partnership or other commitments of any nature relating to shares of the capital stock of the Company, other than 254.817 treasury shares reserved by the Company for the issuance of phantom stock of which shares of phantom stock, 40.245 are currently outstanding as of the date hereof and none of which will be outstanding as of the Closing Date. As of the date hereof there is, and as of the Closing Date the Company will have, no obligation (contingent or other) to issue, sell or otherwise cause to become outstanding any of its capital stock, or to purchase, redeem or otherwise acquire any of its capital stock or any interest therein or to pay any dividend or make any other distribution in respect thereof. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of the Company’s Bycapital stock, other than a power of attorney signed by each Stockholder in favor of ▇▇▇▇▇ ▇. ▇▇▇▇▇ and naming him as such Stockholder’s attorney-laws, as in effect on the date hereof (the “Byin-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect theretofact.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of 500,000,000 shares of Common Stock, par value $0.0001 0.001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 12,295,414 shares of Common Stock and 0 no shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s 's Certificate of Incorporation, as amended and as in effect on the date hereof (the “"Certificate of Incorporation”"), and the Company’s 's By-laws, as in effect on the date hereof (the “"By-laws”"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of 500,000,000 100,000,000 shares of Common Stock, par value $0.0001 0.001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 26,429,802 shares of Common Stock and 0 no shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the The authorized capital stock equity securities of the Company consists consist of 500,000,000 2,666,667 shares of Common StockClass A common stock, par value $0.0001 .01 per share, of which 1,086,633 shares are issued and outstanding and 6,666,667 shares of Class B common stock, par value $.01 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 4,000,000 shares of Common Stock and 0 shares of Preferred Stock were are issued and outstanding, which together constitute the Shares. Sellers are and will be on the Closing Date the record (except for the Shareholder IRAs held in the name of a custodian) and beneficial owners and holders of the Shares, free and clear of all Encumbrances and each of the Sellers owns the Shares set forth opposite each such Seller's name in Exhibit 3.3 hereto. No legend or other reference to any purported Encumbrance appears upon any certificate representing equity securities of the Company, except a legend reflecting transfer restrictions under the current Organizational Documents of the Company, which restrictions shall be deleted or modified on or before the Closing Date pursuant to the amendments to said Organizational Documents provided for herein. All of such the outstanding shares equity securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed in There are no Contracts relating to the SEC issuance, sale, or transfer of any equity securities or other securities of the Company except: (i) the Organizational Documents; and (ii) an Incentive Bonus Plan dated October 19, 1990 pursuant to which no Shares shall be issued after the date of this Agreement. Between the date of this Agreement and the Date of Closing, no shares Shares shall be issued or transferred, other than to Buyer, by any of Common Stock are subject the Sellers or the Company and as of the Closing Date no party other than Buyer shall own or have the right to preemptive rights acquire any Shares. None of the outstanding equity securities or other securities of the Company was issued in violation of the Securities Act or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or thereinLegal Requirement. The Company neither owns, nor has furnished any Contract to the Investor true and correct copies acquire, any equity securities or other securities of any Person (other than the Company’s Certificate of Incorporation, as amended and as ) or any direct or indirect equity or ownership interest in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect theretoany other business.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of 500,000,000 shares of Common Stockare as outlined in the SEC Documents dated June 30, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 shares of Common Stock and 0 shares of Preferred Stock were issued and outstanding2004. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s 's Certificate of Incorporation, as amended and as in effect on the date hereof (the “"Certificate of Incorporation”"), and the Company’s 's By-laws, as in effect on the date hereof (the “"By-laws”"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As The Company has not issued any capital stock since its most recently filed current report or periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the date hereofCompany’s stock option plans, the authorized capital stock issuance of the Company consists of 500,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and 0 shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in pursuant to the SEC Documents, no shares conversion and/or exercise of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, Equivalents outstanding as of the date hereof, of the most recently filed current report or periodic report under the Exchange Act. Other than (i) pursuant to that certain Securities Purchase Agreement, dated June 21, 2011, by and between the Company and the investors signatory thereto (the “June 2011 Purchase Agreement”), (ii) the Common Stock purchase warrants issued under the June 2011 Purchase Agreement, (iii) the Common Stock purchase warrants issued to investors pursuant to that certain Securities Purchase Agreement, dated March 23, 2012, by and between the Company and the investors signature thereto, (iv) the Common Stock purchase warrants issued to investors pursuant to that certain Securities Purchase Agreement, dated December 11, 2012, by and between the Company and the investors signature thereto, (v) the Common Stock purchase warrants issued to Inovio Biomedical Corp., (vi) grants of stock options under the Company’s stock option plans, and (vii) as otherwise disclosed in the Company’s SEC Reports: (a) no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents; (b) except as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities securities, rights or rights obligations convertible intointo or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of capital stock of the Company or any of its subsidiariesCommon Stock, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries Subsidiary is or may become bound to issue additional shares of capital stock Common Stock or Common Stock Equivalents; and (c) the issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments such securities. All of any character whatsoever relating to, or securities or rights convertible into, any the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 Directors or others is required for the issuance and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement)Securities. There are no securities stockholders agreements, voting agreements or instruments containing anti-dilution or other similar provisions that will be triggered by this Agreement or any related agreement or agreements with respect to the consummation Company’s capital stock to which the Company is a party or, to the knowledge of the transactions described herein Company, between or therein. The Company has furnished to the Investor true and correct copies among any of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect theretostockholders.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of 500,000,000 shares of Common Stock, Stock $0.001 par value $0.0001 per share and 10,000,000 shares of Preferred Stock a, of which 300,025,242 96,429,359 shares of Common Stock and 0 shares of Preferred Stock were are issued and outstanding, as of the date hereof. All of such outstanding shares have been validly issued and are fully paid and nonassessablenon-assessable. Except as disclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiariesCompany, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their its securities under the Securities Act (except pursuant to the Registration Rights this Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished or made available to the Investor true and correct copies of the Company’s Certificate Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate Articles of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereofof this Agreement and as of the Closing Date, (i) the authorized capital stock Capital Stock of the Company North Texas consists of 500,000,000 shares of Common Stock, par value $0.0001 per share and (A) 10,000,000 shares of Preferred Stock common stock, of which 300,025,242 1,000 shares of Common Stock and 0 shares of Preferred Stock were are issued and outstanding, and (B) 1,000,000 shares of preferred stock, of which no shares are issued and outstanding, (ii) no shares of common stock or preferred stock of North Texas are reserved for issuance under any plan or agreement other than as set forth on Schedule 2(A)(b), and (iii) other than the North Texas Note and as set forth on Schedule 2(A)(b), there are no other securities of North Texas issued, outstanding or reserved for issuance. All of such outstanding or issuable shares have been been, or upon issuance will be, validly issued and are are, or upon issuance will be, fully paid and nonassessable. . (A) Except as disclosed in the SEC Documentsset forth on Schedule 2(A)(b), no shares of Common the Capital Stock of North Texas are subject to preemptive rights or any other similar rights or any liens or encumbrances Liens suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, North Texas; (iB) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible intointo or exercisable for, any shares of capital stock Capital Stock of the Company or any of its subsidiariesNorth Texas, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries North Texas is or may become bound to issue additional shares of capital stock Capital Stock of the Company or any of its subsidiaries North Texas or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible intointo or exercisable for, any shares of capital stock Capital Stock of the Company or any of its subsidiaries, North Texas; (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (ivC) there are no agreements or arrangements under which the Company or any of its subsidiaries North Texas is obligated to register the sale of any of their its securities under the Securities Act 1933 Act; (except pursuant to the Registration Rights Agreement). There D) there are no outstanding securities or instruments containing anti-dilution of North Texas that contain any redemption or similar provisions that will be triggered provisions, and there are no contracts, commitments, understandings or arrangements by this Agreement which North Texas is or may become bound to redeem a security of North Texas, and there are no other stockholder agreements or similar agreements to which North Texas or any related agreement holder of North Texas’ Capital Stock is a party; (E) North Texas does not have any stock appreciation rights or the consummation “phantom stock” plans or agreements or any similar plan or agreement; and (F) no officer or director or beneficial owner of the transactions described herein any of North Texas’ outstanding Capital Stock has pledged such Capital Stock in connection with a margin account or thereinother loan secured by such Capital Stock. The Company Buyer has furnished to the Investor Company true and correct copies of the Company’s Certificate North Texas’ Articles of IncorporationIncorporation and Bylaws, in each case as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect theretothis Agreement.

Capitalization. As The Company is authorized to issue an unlimited number of Common Shares of which 38,950,262 Common Shares are outstanding as at the date hereof. The Company has not issued any Common Shares since July 28, 2010 other than pursuant to the authorized capital exercise of stock options under the Company’s stock option plan and pursuant to the conversion or exercise of the Company consists of 500,000,000 shares of outstanding Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 shares of Common Stock and 0 shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessableShare Equivalents. Except as disclosed has been complied with or waived, no third party has any right of first refusal, pre-emptive right, right of participation, or any similar right to participate in the SEC transactions contemplated by this Agreement or the other Transaction Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed set forth in the SEC DocumentsDisclosure Schedule, as of the date hereof, (i) there are no outstanding options, warrants, scrip, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities securities, rights or rights obligations convertible intointo or exchangeable for, or giving any third party any right to subscribe for or acquire, any shares of capital stock of the Company or any of its subsidiariescommon shares, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock Common Shares or Common Share Equivalents. The issue and sale of the Notes will not obligate the Company to issue Common Shares or other securities to any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments third party and will not result in a right of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock holder of the Company Company’s securities to adjust the exercise, conversion, exchange or reset price under such securities. No further approval or authorization of any shareholder, the Board of its subsidiariesDirectors or others is required for the issuance and sale of the Notes, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement)Required Approvals. There are no securities shareholder agreements, voting agreements or instruments containing anti-dilution or other similar provisions that will be triggered by this Agreement or any related agreement or agreements with respect to the consummation Company’s share capital to which the Company is a party or, to the knowledge of the transactions described herein Company, any agreement between or therein. The Company has furnished to the Investor true and correct copies among any of the Company’s Certificate shareholders relating to the voting securities of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of 500,000,000 five billion shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 363,553,415 shares of Common Stock and 0 shares as of Preferred Stock were April 16, 2013, are issued and outstanding. , and 50,000,000 shares of authorized Preferred Stock, of which no shares are issued and outstanding All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no No shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documentson Schedule 4.3, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, into any shares of capital stock of the Company Company, except as detailed in our February 28, 2013 quarterly filing with the SEC, or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 statements; and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement), except pursuant to the terms of an agreement between the Company and the Investor. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of 500,000,000 shares of Common Stock, par value $0.0001 0.01 per share and 10,000,000 shares of Preferred Stock share, of which 300,025,242 38,439,094 shares of Common Stock and 0 shares of Preferred Stock were are issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC DocumentsDocuments (as defined in Section 4.5 hereof), no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities and (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. .. The Company has furnished to the Investor true and correct copies of the Company’s 's Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”"CERTIFICATE OF INCORPORATION"), and the Company’s 's By-laws, as in effect on the date hereof (the “By"BY-laws”LAWS"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of 500,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 300,000,000 shares of Common Stock and 0 zero shares of Preferred Stock, of which 151,013,985 shares of Common Stock were are issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, hereof the authorized capital stock of the Company consists of 500,000,000 100,000,000 shares of Common Stock, par value $0.0001 .0001 per share and 10,000,000 20,000,000 shares of Preferred Stock of which 300,025,242 12,439,088 shares of Common Stock and 0 no shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s Certificate 's Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate "Articles of Incorporation”"), and the Company’s 's By-laws, as in effect on the date hereof (the “"By-laws”"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of 500,000,000 shares of Common Stock, par value $0.0001 0.001 per share and 10,000,000 50,000,000 shares of Preferred Stock of which 300,025,242 63,951,360 shares of Common Stock and 0 shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents and preemptive rights granted in the HoMedics Transaction Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, the HoMedics Transaction Documents, and pursuant to any restructuring of the HoMedics Transaction Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There Except for the preemptive rights granted in the HoMedics Transaction Documents, there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. As of the date hereof, the Company has granted HoMedics warrants to purchase shares of Common Stock and following a potential restructuring of the HoMedics transaction Documents, HoMedics could be granted additional warrants to purchase shares of Common Stock. The Company has furnished to the Investor true and correct copies of the Company’s 's Certificate of Incorporation, as amended and as in effect on the date hereof (the “"Certificate of Incorporation”"), and the Company’s 's By-laws, as in effect on the date hereof (the “"By-laws”"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As The capitalization of the Company as of September 30, 2001 is as set forth in the most recent applicable SEC Document, increased as set forth in the next sentence. The Company has not issued any capital stock since that date hereofother than pursuant to (i) employee benefit plans disclosed in the SEC Documents, or (ii) outstanding warrants, options or other securities disclosed in the authorized SEC Documents or disclosed in this agreement. The outstanding shares of capital stock of the Company consists of 500,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 shares of Common Stock and 0 shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been duly and validly issued and are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and were not issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Except as set forth in the SEC Documents or as disclosed in this agreement, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any unissued shares of capital stock or other equity interest in the Company, or any contract, commitment, agreement, understanding or arrangement of any kind to which the Company is a party or of which the Company has knowledge and relating to the issuance or sale of any capital stock of the Company, any such convertible or exchangeable securities or any such rights, warrants or options. Without limiting the foregoing, except for the registration rights contemplated in this agreement and as otherwise described on Exhibit A, no preemptive right, co-sale right, right of first refusal, registration right, or other similar right exists with respect to the Shares or the issuance and sale thereof. No further approval or authorization of any stockholder, the Board of Directors of the Company or others is required for the issuance and sale of the Shares. Except as disclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding optionsstockholders agreements, warrants, scrip, rights voting agreements or other similar agreements with respect to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by Common Stock to which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or optionsa party or, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies knowledge of the Company’s Certificate , between or among any of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights 's stockholders. The issuance of the holders thereof in respect theretoShares will not cause any adjustment of the conversion price for any series or class of the Company's outstanding capital stock.

Capitalization. As of the date hereof, the (a) The authorized capital stock of the Company consists of 500,000,000 (i) 450,000,000 shares of Company Common StockStock and (ii) 50,000,000 shares of preferred stock, par value $0.0001 0.01 per share and 10,000,000 (the “Company Preferred Stock”), of which 6,900,000 shares are designated as 8.00% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Company Series A Preferred Stock”). As of February 22, 2016, (A) 31,853,025 shares of Preferred Company Common Stock of which 300,025,242 were issued and outstanding, including 178,669 Company Restricted Shares, (B) 6,900,000 shares of Common Stock and 0 shares of Company Series A Preferred Stock were issued and outstanding and no other shares of Company Preferred Stock were issued or outstanding, (C) 1,273,795 shares of Company Common Stock were reserved for issuance in connection with future grants of awards under any Company Equity Plan, and (D) 148,549 shares of Company Common Stock were reserved for issuance with respect to outstanding Company Restricted Shares. All of such the outstanding shares of the Company’s stock are duly authorized, validly issued, fully paid and non-assessable, and have been issued in compliance with all applicable securities Laws, the MGCL and the Company Governing Documents. There are no bonds, debentures, notes or other Indebtedness having general voting rights (or convertible into securities having such rights) (“Company Voting Debt”) of the Company or any Company Subsidiary issued and outstanding. Except for the DRIP, the provisions of the Company Charter, the Company Restricted Shares and the Company Preferred Stock, there are no options, warrants, calls, pre-emptive rights, subscriptions or other rights, agreements, arrangements or commitments of any kind, including any “poison pill” or similar stockholder rights plan, relating to the issued or unissued stock of the Company, obligating the Company or any Company Subsidiary to issue, transfer or sell or cause to be issued, transferred or sold any shares of stock or Company Voting Debt of, or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any Company Subsidiary to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment (collectively, “Company Equity Interests”). Except as set forth in the Company Governing Documents, there are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any Company Common Shares or any stock of, or other Company Equity Interests in, the Company or any Company Subsidiary, or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any Company Subsidiary. (b) Section 3.2(b) of the Company Disclosure Letter sets forth a list of all outstanding Company Restricted Shares as of February 22, 2016, including the name of the recipient and the applicable vesting schedule. (c) There are no voting trusts or other agreements to which the Company or any Company Subsidiary is a party with respect to the voting of the Company Common Stock or any stock of, or other Company Equity Interest in, the Company or Company Subsidiary. Neither the Company nor any Company Subsidiary has granted any preemptive rights, anti-dilutive rights or rights of first refusal or similar rights with respect to any of its stock or other Company Equity Interests. (d) The Company or another Company Subsidiary owns, directly or indirectly through ownership of another wholly-owned Company Subsidiary, all of the issued and outstanding shares of stock or other Company Equity Interests of each of the Company Subsidiaries, free and clear of any Liens (other than transfer and other restrictions under applicable federal and state securities Laws and other than, in the case of Company Subsidiaries that are immaterial to the Company, immaterial Liens), and all of such shares of stock or other Company Equity Interests have been duly authorized and validly issued and are fully paid paid, nonassessable and nonassessablehave been issued in compliance with all applicable securities Laws. Except as disclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there There are no outstanding options, warrants, scrip, rights obligations to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any Company Subsidiary is a party (i) restricting the transfer of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities limiting the exercise of voting rights with respect to any Company Equity Interests in any Company Subsidiary. (iiie) there are no outstanding registration statements other Other than on Form S-8 and (iv) there are no agreements or arrangements under which pursuant to the DRIP, neither the Company nor any Company Subsidiary is under any obligation, contingent or otherwise, by reason of any of its subsidiaries is obligated Contract to register the offer and sale or resale of any of their securities under the Securities Act Act. (except pursuant f) All dividends or distributions on the Company Common Stock and any material dividends or distributions on any securities of any Company Subsidiary which have been declared prior to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof have been paid in full (except to the “Certificate of Incorporation”extent such dividends have been publicly announced and are not yet due and payable), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of 500,000,000 750,000,000 shares of Common Stock, par value $0.0001 0.001 per share and 10,000,000 no shares of Preferred Stock of which 300,025,242 397,676,815 shares of Common Stock and 0 shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than the registration statement (SEC File No. 333-104668) to register the resales of shares issued in connection with the Equity Line of Credit Agreement between the Company and the Investor and registration statements on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s 's Certificate of Incorporation, as amended and as in effect on the date hereof (the “"Certificate of Incorporation”"), and the Company’s 's By-laws, as in effect on the date hereof (the “"By-laws”"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of 500,000,000 75,000,000 shares of Common Stock, par value $0.0001 0.001 per share and 10,000,000 shares share. As of Preferred Stock of which 300,025,242 April 30, 2002, the Company had 30,839,078 shares of Common Stock and 0 shares of Preferred Stock were issued and outstandingStock. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC DocumentsDocuments (as defined in Section 3(f)), no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereofof this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities and (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities 1933 Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation issuance of the transactions Convertible Debentures as described herein or thereinin this Agreement. The Company has furnished to the Investor Buyer true and correct copies of the Company’s 's Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”"CERTIFICATE OF INCORPORATION"), and the Company’s 's By-laws, as in effect on the date hereof (the “By"BY-laws”LAWS"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect theretothereto other than stock options issued to employees and consultants.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of 500,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 300,000,000 shares of Common Stock and 0 10,000,000 shares of Preferred preferred stock. Immediately before giving effect to the Merger and the initial Closing of the Offering, the Company has 900,000 shares of Common Stock were and no preferred stock issued and outstanding. All of such the outstanding shares of Common Stock and of the stock of each of the Company’s subsidiaries have been duly authorized, validly issued and are fully paid and nonassessable. Except Immediately after giving effect to the Merger and the Closing of the Minimum Offering or the Maximum Offering, the pro forma outstanding capitalization of the Company will be as disclosed set forth under “Pro Forma Capitalization” in Schedule 4c. After giving effect to the SEC Documents, Merger: (i) no shares of Common Stock are capital stock of the Company or any of its subsidiaries will be subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except ; (ii) except as disclosed in the SEC Documents, as of the date hereof, (iset forth on Schedule 4c(ii) there are will be no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (iiiii) there are will be no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and indebtedness as set forth in Schedule 4c(iii), (iv) other than pursuant to the Registration Rights Agreement or as set forth in Schedule 4c(iv), there are will be no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act Act, (v) there will be no outstanding registration statements, and there will be no outstanding comment letters from the SEC or any other regulatory agency; (vi) except pursuant to the Registration Rights Agreementas provided in this Agreement or as set forth in Schedule 4c(vi). There are , there will be no securities or instruments containing anti-dilution or similar provisions provisions, including the right to adjust the exercise, exchange or reset price under such securities, that will be triggered by the issuance of the Shares as described in this Agreement Agreement; and (vii) no co-sale right, right of first refusal or any related agreement other similar right will exist with respect to the Shares or the consummation of issuance and sale thereof. Upon request, the transactions described herein or therein. The Company has furnished will make available to the Investor Purchaser true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect theretothereto other than stock options issued to officers, directors, employees and consultants.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of 500,000,000 125,000,000 shares of Common Stock, par value $0.0001 0.01 per share and 10,000,000 100,000 shares of Preferred Stock of which 300,025,242 57,907,558 shares of Common Stock and 0 no shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC DocumentsDocuments or the Disclosure Schedules, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are Except as set forth on the Disclosure Schedules, no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of 500,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 300,000,000 shares of Common Stock and 0 5,000,000 shares of Preferred Stock, $0.001 par value per share (“Preferred Stock”), of which 195,558,923 shares of Common Stock and no shares of Preferred Stock were are issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There Except as disclosed in the SEC Documents, there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As of (a) On the date hereof, the authorized capital stock of the Company consists of 500,000,000 50,000,000 shares of its Common Stock, par value $0.0001 per share Stock and 10,000,000 2,000,000 shares of Preferred Stock Stock. As of which 300,025,242 March 17, 2004, the issued and outstanding shares of capital stock of the Company consisted of 19,892,646 shares of Common Stock and 0 no shares of Preferred Stock were issued and outstanding. Stock. (b) All of such the outstanding shares of capital stock of Common Stock have been duly and validly issued and are fully paid and nonassessablenon-assessable, and were issued in accordance with the registration or qualification requirements of the Securities Act and any relevant state securities laws or pursuant to valid exemptions therefrom. As of the Closing Date, the Shares will be duly authorized and, upon issuance, sale and delivery as contemplated by this Agreement, the Shares will be validly issued, fully paid and non-assessable securities of the Company, free and clear of any and all security interests, pledges, liens, charges, claims, options, restrictions on transfer, preemptive or similar rights, proxies and voting or other agreements, or other encumbrances of any nature whatsoever, except for those provided for herein and other than restrictions on transfer imposed by federal or state securities laws. (c) On the Closing Date, except as disclosed in the Filed Company SEC Reports, there will be no shares of Common Stock or any other equity security of the Company issuable upon conversion, exchange or exercise of any security of the Company or its Subsidiary, nor will there be any rights, options, calls or warrants outstanding or other agreements to acquire shares of Common Stock nor will the Company or its Subsidiary be contractually obligated to purchase, redeem or otherwise acquire any of its outstanding shares. Except as disclosed in the Filed Company SEC DocumentsReports, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as stockholder of the date hereof, (i) there are no outstanding options, warrants, scrip, Company is entitled to any preemptive or similar rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any for shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock and no stockholder of the Company has any rights, contractual or any of its subsidiaries or optionsotherwise, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock designate members of the Company or any Company's Board of its subsidiariesDirectors (the "Board"), (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which in accordance with the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement)DGCL. There are no securities stockholder, voting or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished other agreements relating to the Investor true rights and correct copies obligations of the Company’s Certificate of Incorporation's stockholders, except as amended and as provided in effect on the date hereof (Merck Agreement or the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect theretoPfizer Agreement.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of 500,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 300,000,000 shares of Common Stock and 0 10,000,000 shares of Preferred preferred stock. Immediately before giving effect to the Merger and the initial Closing of the Offering, the Company has 1,000,000 shares of Common Stock were and no preferred stock issued and outstanding. All of such the outstanding shares of Common Stock and of the stock of each of the Company’s subsidiaries have been duly authorized, validly issued and are fully paid and nonassessable. Except Immediately after giving effect to the Merger and the Closing of the Minimum Offering or the Maximum Offering plus the Over-Subscription Option, the pro forma outstanding capitalization of the Company will be as disclosed set forth under “Pro Forma Capitalization” in Schedule 4c. After giving effect to the SEC Documents, Merger: (i) no shares of Common Stock are capital stock of the Company or any of its subsidiaries will be subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except ; (ii) except as disclosed in the SEC Documents, as of the date hereof, (iset forth on Schedule 4c(ii) there are will be no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, ; (iiiii) there are will be no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and indebtedness as set forth in Schedule 4c(iii); (iv) other than pursuant to the Registration Rights Agreement or as set forth in Schedule 4c(iv), there are will be no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act Act; (v) there will be no outstanding registration statements, and there will be no outstanding comment letters from the SEC or any other regulatory agency; (vi) except pursuant to the Registration Rights Agreementas provided in this Agreement or as set forth in Schedule 4c(vi). There are , there will be no securities or instruments containing anti-dilution or similar provisions provisions, including the right to adjust the exercise, exchange or reset price under such securities, that will be triggered by the issuance of the Shares as described in this Agreement Agreement; and (vii) no co-sale right, right of first refusal or any related agreement other similar right will exist with respect to the Shares or the consummation of issuance and sale thereof. Upon request, the transactions described herein or therein. The Company has furnished will make available to the Investor Purchaser true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on as of the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on as of the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect theretothereto other than stock options issued to officers, directors, employees and consultants.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of 500,000,000 100,000,000 shares of Common Stock, par value $0.0001 0.001 per share and 10,000,000 25,000,000 shares of Preferred Stock. As of July 22, 2004, there were 14,555,446 shares of Common Stock, and no shares of Preferred Stock of which 300,025,242 shares of Common Stock and 0 shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC DocumentsDocuments and except for the securities to be issued pursuant to that certain Securities Purchase Agreement dated June 25, 2004 between the Company and certain accredited investors, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 S-8, except for a Form S-2/A filed with the SEC on April 7, 2004, which was subsequently withdrawn, and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights AgreementAgreement and the registration rights agreements listed on Schedule 4.3 hereto). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s Certificate 's Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate "Articles of Incorporation”"), and the Company’s 's By-laws, as in effect on the date hereof (the “"By-laws”"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists and the shares thereof issued and outstanding were as set forth in the SEC Documents as of 500,000,000 shares the dates reflected therein. All of Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 the outstanding shares of Common Stock and 0 shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been duly authorized and validly issued issued, and are fully paid and nonassessable. Except as disclosed set forth in the SEC Documents, this Agreement, and the Registration Rights Agreement, there are no agreements or arrangements under which the Company is obligated to register the sale of any securities under the Securities Act. Except as set forth in the SEC Documents, no shares of Common Stock are subject entitled to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) and there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or debt securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or and no contracts, commitments, understandings understandings, or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of the capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible intointo or exchangeable for, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements those issued or arrangements under which granted in the Company or any ordinary course of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except business pursuant to the Registration Rights Agreement)Company’s equity incentive and/or compensatory plans or arrangements. There Except for customary transfer restrictions contained in agreements entered into by the Company to sell restricted securities, the Company is not a party to, and it has no Knowledge of, any agreement restricting the voting or transfer of any outstanding shares of the capital stock of the Company. Except as set forth in the SEC Documents, there are no securities or instruments containing anti-dilution or similar provisions that will shall be triggered by this Agreement or any related agreement of the other Transaction Documents or the consummation of the transactions described herein or therein. The Company has furnished to filed with the Investor SEC true and correct copies of the Company’s Certificate articles of Incorporation, as amended and incorporation as in effect on the date hereof Closing Date (the “Certificate of IncorporationCharter”), and the Company’s By-laws, bylaws as in effect on the date hereof Closing Date (the “By-lawsBylaws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of 500,000,000 100,000,000 shares of Common Stock, par value $0.0001 per share 0.0001, and 10,000,000 20,000,000 shares of Preferred Stock Stock, par value $.0001 ("Preferred Stock") of which 300,025,242 34,631,211 shares of Common Stock and 0 zero shares of Preferred Stock were are issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no No shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as As of the date hereofof this Agreement, except as set for on Schedule 3(c), (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities and (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement) and (iv) there are no outstanding registration statements and there are no outstanding comment letters from the SEC or any other regulatory agency. Except as set for on Schedule 3(c). There , there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation issuance of the transactions Convertible Debentures as described herein or thereinin this Agreement. The Company has furnished to the Investor Buyer true and correct copies of the Company’s Certificate 's Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate "Articles of Incorporation”"), and the Company’s 's By-laws, as in effect on the date hereof (the “"By-laws”"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect theretothereto other than stock options issued to employees and consultants.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of 500,000,000 5,000,000,000 shares of Common Stock, par value $0.0001 0.001 per share and 10,000,000 no shares of Preferred Stock of which 300,025,242 55,943,751 shares of Common Stock and 0 shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s 's Certificate of Incorporation, as amended and as in effect on the date hereof (the “"Certificate of Incorporation”"), and the Company’s 's By-laws, as in effect on the date hereof (the “"By-laws”"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the The Company has authorized and outstanding capital stock of as set forth under the Company consists of 500,000,000 shares of Common Stock, par value $0.0001 per share caption “Capitalization” in the Registration Statement and 10,000,000 shares of Preferred Stock of which 300,025,242 shares of Common Stock and 0 shares of Preferred Stock were issued and outstandingthe Prospectus. All of such the issued and outstanding shares Ordinary Shares have been duly and validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, There are no shares of Common Stock are subject to statutory preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls for or commitments of to purchase or acquire any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or optionsany such rights pursuant to its articles of association, warrantscharter, scrip, rights to subscribe to, calls by-laws or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company other organizational documents or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements agreement or arrangements under instrument to or by which the Company or any of its subsidiaries is obligated a party or bound. Except as disclosed in the Registration Statement and the Prospectus, there is no outstanding option, warrant or other right calling for the issuance of, and there is no commitment, plan or arrangement to register issue, any shares of the sale of Company or any of their securities under the Securities Act (except pursuant to its subsidiaries or any security convertible into, or exercisable or exchangeable for, such shares. Except as disclosed in the Registration Rights Agreement)Statement or Prospectus, the exercise price of each option to acquire Ordinary Shares (each, a “Company Stock Option”) is no less than the fair market value of an Ordinary Share as determined on the date of grant of such Company Stock Option. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered All grants of Company Stock Options were validly issued and properly approved by this Agreement or any related agreement or the consummation Board of Directors of the transactions described herein or therein. The Company has furnished to (and, if required, by a committee of the Investor true and correct copies Board of Directors of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as shareholders) in effect on the date hereof (the “By-laws”), material compliance with all applicable laws and the terms of all securities convertible into the plans under which such Company Stock Options were issued and were recorded on the Company’s financial statements, in accordance with U.S. GAAP and no such grants involved any “back dating,” “forward dating,” “spring loading” or exercisable for Common Stock similar practices with respect to the effective date of grant. The Ordinary Shares and the Placement Shares conform in all material rights of respects to all statements in relation thereto contained in the holders thereof in respect theretoRegistration Statement and the Prospectus.

Capitalization. As of the date hereof, the authorized capital stock of the Company Buyer consists of 500,000,000 50,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 as of such date, 32,650,178 shares of Common Stock and 0 shares of Preferred Stock were are issued and outstandingoutstanding and 8,609,920 shares are reserved for issuance pursuant to the Buyer's stock option and purchase plans (including pursuant to options outstanding as of such date as well as options granted thereafter). All of such outstanding shares have been been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as disclosed in the SEC DocumentsExhibit 2.11, (A) no shares of Common Stock the Buyer's capital stock are subject to preemptive rights or any other similar rights (arising under Delaware law, the Buyer's Certificate of Incorporation or By-laws or any agreement or instrument to which the Buyer is a party) or any liens or encumbrances suffered granted or permitted created by the Company. Except as disclosed in the SEC Documents, as of the date hereof, Buyer; (iB) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiariesBuyer , or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries Buyer is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries Buyer or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or Buyer (other than any of its subsidiariessuch options, warrants, scrip, rights, calls, commitments, securities, understandings and arrangement outstanding under plans disclosed in the SEC Documents); (iiC) there are no outstanding debt securities securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing indebtedness of the Buyer or by which the Buyer is or may become bound; (iiiD) there are no amounts outstanding registration under, and there will be no amounts due upon termination of, any credit agreement or credit facility; (E) there are no financing statements other securing obligations in any amounts greater than on Form S-8 and $100,000, singly, or $250,000 in the aggregate, filed in connection with the Buyer; (ivF) there are no agreements or arrangements under which the Company or any of its subsidiaries Buyer is obligated to register the sale of any of their securities under the Securities Act of 1933 except as set forth herein, the Sale of Assets Agreement, dated the date hereof between the Buyer and the Seller; (except pursuant G) there are no outstanding securities or instruments of the Buyer which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Buyer is or may become bound to redeem a security of the Registration Rights Agreement). There Buyer ; (H) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Closing Shares described in this Agreement Agreement; (I) the Buyer does not have any stock appreciation rights or "phantom" stock plans or agreements or any related agreement similar plan or agreement; (J) to the consummation Buyer's knowledge, (i) no current or former officer or director who individually owns 1% or more of the transactions described herein Buyer's outstanding capital stock or therein. The Company has furnished to the Investor true and correct copies (ii) other beneficial owner of 5% or more of the Company’s Certificate Buyer's outstanding capital stock, has pledged shares of Incorporationthe Buyer's capital stock in connection with a margin account or other loan secured by such capital stock; and (K) the Buyer has no liabilities or obligations required to be disclosed in the SEC Documents (as defined herein) but not so disclosed in the SEC Documents, as amended other than those incurred in the ordinary course of the Buyer's business and as which, individually or in effect the aggregate, do not or would not have a Material Adverse Effect on the date hereof Buyer and its subsidiaries (as that term is defined in the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights regulations of the holders thereof in respect theretoSecurities Exchange Act of 1934) taken as a whole.

Capitalization. As of the date hereof, the (a) The authorized capital stock of the Company consists of 500,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 (i) 200,000,000 shares of Common Stock and 0 (ii) 50,000,000 shares of preferred stock, par value $.01 per share ("Preferred Stock"). As of the date hereof, there are 65,006,833 shares of Common Stock and no shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been validly the issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no outstanding shares of Common Stock have been duly authorized and are validly issued, fully paid and nonassessable and not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by of the stockholders of the Company. . (b) Except as disclosed set forth in this Agreement or as described in the SEC Documents, as of Reports filed prior to the date hereof, (i) there are no outstanding subscription rights, options, warrants, scripconvertible or exchangeable securities or other rights of any character whatsoever to which the Company is a party relating to issued or unissued capital stock of the Company, rights to subscribe to, calls or any commitments of any character whatsoever relating to, to issued or securities or rights convertible into, any shares of unissued capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by pursuant to which the Company or any of its subsidiaries is the Subsidiaries are or may become bound to issue or grant additional shares of their capital stock of the Company or any of its subsidiaries or related subscription rights, options, warrants, scrip, rights to subscribe to, calls convertible or commitments of any character whatsoever relating toexchangeable securities or other rights, or securities or rights convertible intoto grant preemptive rights. Except as set forth in the SEC Reports filed prior to the date hereof and except as contemplated by this Agreement, any shares of capital stock of including Section 6.1, (a) the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated has not agreed to register the sale of any of their securities under the Securities Act or under any state securities law or granted registration rights to any Person and (except pursuant b) there are no voting trusts, stockholders agreements, proxies or other commitments or understandings in effect to which the Company is a party with respect to the Registration Rights Agreement). There are no securities voting or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or transfer of any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies outstanding shares of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect theretoStock.

Capitalization. As of the date hereof, the (a) The authorized capital stock of the Company CMTY consists of 500,000,000 (a) 20,000,000 shares of Common Stockcommon stock, par value of $0.0001 per share and 10,000,000 shares of Preferred Stock 5.00 (“CMTY Common Stock”), of which 300,025,242 194,799 shares of Common Stock are validly issued and 0 held by CMTY as treasury stock and 12,226,892 shares of Preferred Stock were are validly issued and outstanding. All of such outstanding shares have been validly issued and are , fully paid and nonassessable. Except as disclosed in the SEC Documentsnonassessable and free of preemptive rights, no and (b) 500,000 shares of preferred stock, without par value, of which none are issued. CMTY has not issued nor is CMTY bound by any subscription, option, warrant, call, commitment, agreement or other Right of any character relating to the purchase, sale, or issuance of, or right to receive dividends or other distributions on, any shares of CMTY Common Stock are subject to preemptive rights or any other similar rights security of CMTY or any liens securities representing the right to vote, purchase or encumbrances suffered otherwise receive any shares of CMTY Common Stock or permitted by the Company. Except as disclosed in the SEC Documentsany other security of CMTY, as of the date hereof, except (i) there for options to acquire shares of CMTY Common Stock issued under CMTY’s various stock option plans, (ii) pursuant to CMTY’s employee stock purchase plan and dividend reinvestment plan, (iii) pursuant to the Rights Agreement and (iv) this Agreement. (b) CMTY owns, directly or indirectly, all of the capital stock of Community Banks and the capital stock and membership interests of the other CMTY Subsidiaries, free and clear of any liens, security interests, pledges, charges, encumbrances, agreements and restrictions of any kind or nature. There are no outstanding subscriptions, options, warrants, scripcalls, rights commitments, agreements or other Rights outstanding with respect to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of the capital stock of the Company Community Banks or any of its subsidiariesother CMTY Subsidiary. Except for the CMTY Subsidiaries, CMTY does not possess, directly or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible intoindirectly, any shares material equity interest in any corporation, except for equity interests in the investment portfolios of capital stock of the Company CMTY’s Subsidiaries, equity interests held by CMTY or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the CompanyCMTY’s Certificate of Incorporation, as amended and as Subsidiaries in effect on the date hereof (the “Certificate of Incorporation”)a fiduciary capacity, and equity interests held in connection with the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms commercial loan activities of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect theretoCommunity Banks.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of 500,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 1,000,000,000 shares of Common Stock and 0 50,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”), of which 342,117,428 shares of Common Stock are issued and outstanding as of the date hereof, and 911,618 shares of Preferred Stock were are issued and outstandingoutstanding as of the date hereof. All of such outstanding shares have been validly issued and are fully paid and nonassessable. The Common Stock is currently quoted on the OTC Markets under the trading symbol “AQLV”. The Company has received no notice, either oral or written, with respect to the continued eligibility of the Common Stock for quotation on the Principal Trading Market, and the Company has maintained all requirements on its part for the continuation of such quotation. Except as disclosed in the “SEC Documents” (as hereinafter defined), no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances Encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, : (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contractsContracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries subsidiaries, or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, ; (ii) there are no outstanding debt securities securities, notes, credit agreements, credit facilities or other Contracts or instruments evidencing indebtedness of the Company or any of its subsidiaries, or by which the Company or any of its subsidiaries is or may become bound; (iii) there are no outstanding registration statements other than on Form S-8 and with respect to the Company or any of its securities; (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights this Agreement). There ; (v) there are no financing statements securing obligations filed in connection with the Company or any of its Assets; (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein; and (vii) there are no outstanding securities or instruments of the Company which contain any redemption or similar provisions, and there are no Contracts by which the Company is or may become bound to redeem a security of the Company. The Company has furnished to the Investor true Buyer true, complete and correct copies of of: (I) the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), ; and (II) the Company’s By-lawsBylaws, as in effect on the date hereof (the “By-lawsBylaws”), . Except for the Certificate of Incorporation and the terms Bylaws, there are no other shareholder agreements, voting agreements or other Contracts of all securities convertible into any nature or exercisable for Common Stock and kind that restrict, limit or in any manner impose Obligations on the material rights governance of the holders thereof in respect theretoCompany.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of 500,000,000 shares 750,000,000 Shares of Common Stock, par value $0.0001 0.001 per share and 10,000,000 shares of Preferred Stock share, of which 300,025,242 42,487,651 shares are issued and outstanding as of the date of this Agreement. All outstanding Shares of Common Stock and 0 shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been (the, “Capital Stock”) are duly authorized, validly issued and are issued, fully paid and nonassessable. Except as disclosed nonassessable and were issued in the SEC Documentscompliance with all applicable laws, no including pursuant to registration under, or valid exemptions from, federal securities laws and any applicable state securities (or blue sky) Laws. (A) No shares of Common Capital Stock of the Company are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except ; (B) except as disclosed reported in the Company’s SEC Documentsreports, as Seller are not aware of the date hereof, (i) there are no any outstanding options, warrants, scrip, rights to subscribe torights, calls or commitments of any character whatsoever relating to, or securities or rights convertible intointo or exercisable for, any shares of capital stock Capital Stock of the Company or any of its subsidiariesCompany, or contracts, commitments, understandings agreements or other arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock Capital Stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe torights, calls or commitments of any character whatsoever relating to, or securities or rights convertible intointo or exercisable for, any shares of capital stock Capital Stock of the Company or Company; (C) except as reported in the Company’s SEC reports, Seller are not aware of any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or other arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their its securities under the Securities Act of 1933; (D) except pursuant to as reported in the Registration Rights Agreement). There Company’s SEC reports, Seller are no not aware of any outstanding securities or instruments containing anti-dilution of the Company that contain any redemption or similar provisions that will be triggered provisions, and Seller are aware of no agreements or other arrangements by this Agreement which the Company is or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished may become bound to the Investor true and correct copies redeem a security of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and Seller are aware of no other stockholder agreements or similar agreements to which the Company, or, to the knowledge of the Seller, any holder of Capital Stock of the Company is a party; (E) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (F) to the Seller’s By-lawsknowledge, as in effect on no officer or director of the date hereof (the “By-laws”), and the terms Company or beneficial owner of all securities convertible into or exercisable for any outstanding shares of Common Stock and has pledged shares of Company Common Stock in connection with a margin account or other loan secured by such Company Common Stock. There is no voting trust, agreement or arrangement among any of the material record or beneficial holders of Common Stock affecting the nomination or election of directors or the exercise of the voting rights of the holders thereof in respect theretoCompany Stock.

Capitalization. As Schedule 4.3 sets forth as of the date hereof, hereof (a) the authorized capital stock of the Company consists Company; (b) the number of 500,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 shares of Common Stock and 0 shares of Preferred Stock were capital stock issued and outstanding. All ; (c) the number of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock are subject capital stock issuable pursuant to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in ’s equity incentive plans; and (d) the SEC Documents, as number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the date hereof, (iSecurities) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating toexercisable for, or securities convertible into or rights convertible into, exchangeable for any shares of capital stock of the Company or Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance with applicable state, provincial and U.S. federal and Canadian securities laws and any rights of its subsidiariesthird parties. Except as described on Schedule 4.3, or contracts, commitments, understandings or arrangements by which all of the Company or any of its subsidiaries is or may become bound to issue additional issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by the Company Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as described on Schedule 4.3, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiariesCompany. Except as described on Schedule 4.3, (ii) there are no outstanding debt warrants, options, convertible securities (iii) there are no outstanding registration statements or other than on Form S-8 and (iv) there are no rights, agreements or arrangements of any character under which the Company or any of its subsidiaries Subsidiaries is or may be obligated to register the sale issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of their its Subsidiaries is currently in negotiations for the issuance of any equity securities under of any kind. Except as described on Schedule 4.3 and except for the Securities Act (except pursuant to the New Registration Rights Agreement). There , there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3 and except as provided in the New Registration Rights Agreement, no Person has the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or instruments containing anti-dilution in connection with the registration of securities of the Company for its own account or similar provisions that for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will be triggered by this Agreement not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described on Schedule 4.3, the Company does not have outstanding shareholder purchase rights or “poison pill” or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s Certificate of Incorporation, as amended and as similar arrangement in effect on giving any Person the date hereof (right to purchase any equity interest in the “Certificate Company upon the occurrence of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect theretocertain events.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of 500,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 one billion (1,000,000,000) shares of Common Stock and 0 two hundred million (200,000,000) shares of the Company’s preferred stock, par value $0.001 (the “Preferred Stock were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessableStock”). Except as disclosed in the SEC DocumentsDocuments (as defined below), (i) no shares of Common Stock the Company’s capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except , (ii) there are no outstanding debt securities, (iii) except as disclosed in the SEC DocumentsOfficer’s Certificate attached hereto as Exhibit A, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiariesSubsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiariesSubsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries Subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights AgreementAgreement and those registration rights for which a registration statement has been filed and is effective). There , (v) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries, (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement and (vii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any related agreement similar plan or the consummation of the transactions described herein or thereinagreement. The Company has furnished to the Investor true and correct copies of the Company’s Certificate Articles of IncorporationIncorporation and the Bylaws, as amended and each as in effect on the date hereof (the “Certificate of Incorporation”)hereof, and copies of any documents containing the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms material rights of all holders of securities convertible into or exercisable for Common Stock and Stock, to the material rights of the holders thereof extent not otherwise disclosed in respect theretoSEC Documents.

Capitalization. As The capitalization of the Company conforms as to legal matters to the description thereof contained in the Company’s most recent periodic report filed with the Commission at least two Business Days prior to the date hereof. No securities of the Company are entitled to preemptive or similar rights, and no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. The Company has no authorized or outstanding bonds, debentures, notes or other indebtedness the holders of which have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote). All of the outstanding shares of capital stock of the Company consists of 500,000,000 shares of Common Stockare validly issued, par value $0.0001 per share fully paid and 10,000,000 shares of Preferred Stock of which 300,025,242 shares of Common Stock nonassessable, have been issued in compliance with all federal and 0 shares of Preferred Stock were issued state securities laws, and outstanding. All none of such outstanding shares have been validly was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. In connection with the CHS Transaction, on the Closing Date, the Company will issue Fifty Million Dollars ($50,000,000) of common stock pursuant to a private placement and are fully paid such shares shall be sold at a price per share no less than the Per Share Purchase Price. Other than the Buyer Stockholder Approval, no further approval or authorization of any stockholder, the Board of Directors of the Company or others is required for the issuance and nonassessablesale of the Shares. Except as disclosed in the SEC DocumentsReports, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding optionsstockholders agreements, warrants, scrip, rights voting agreements or other similar agreements with respect to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of the Company’s capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by to which the Company or any of its subsidiaries is or may become bound a party or, to issue additional shares of capital stock the knowledge of the Company Company, between or among any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect theretostockholders.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of 500,000,000 shares of Common Stock, $0.0001 par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 approximately 244,194,973 shares of Common Stock and 0 shares of Preferred Stock were are issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessablenon-assessable. Except as disclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC DocumentsDocuments and additionally executed convertible note(s) in April 2012, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements statements, other than on Form S-8 and S-1and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. This section shall not prevent the Company, after the date hereof, from obtaining other funding or other means of financing. The Company has furnished to the Investor via the SEC's live ▇▇▇▇▇ filing service true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and via conference call the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of 500,000,000 1,000,000,000 shares of Common Stock, $0.001 par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 shares of Common Stock and 0 shares of Preferred Stock were issued and outstandingshare. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements statements, other than on Form S-8 and S-1and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of This section shall not prevent the Company’s Certificate of Incorporation, as amended and as in effect on after the date hereof (the “Certificate hereof, from obtaining other funding or other means of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect theretofinancing.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of 500,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 shares of Common Stock and 0 shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares are reserved for issuance pursuant to the Company’s stock option plans. Sufficient shares are reserved for issuance upon conversion of Common Stock the Note (as required by the Note and transfer agent share reserve letter). All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances suffered imposed through the actions or permitted by failure to act of the Company. Except as disclosed in the SEC Documents, as of the effective date hereofof this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe tofor, calls puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into, into or exchangeable for any shares of capital stock of the Company or any of its subsidiariesSubsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiariesSubsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries Subsidiaries is obligated to register the sale of any of its or their securities under the Securities 1933 Act and (except pursuant to the Registration Rights Agreement). There iii) there are no securities or instruments containing anti-dilution or similar price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by this Agreement or any related agreement the issuance of the Note or the consummation of the transactions described herein or thereinConversion Shares. The Company has furnished to the Investor filed in its SEC Documents true and correct copies of the Company’s Certificate of Incorporation, as amended and Incorporation as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by the Company’s Chief Executive on behalf of the Company as of the Closing Date.

Capitalization. As (a) The authorized, issued and outstanding membership or percentage interests of the date Company consist of membership interests, of which 100% are issued and outstanding and owned by the Sellers as set forth on Schedule A. Neither the Company nor any Seller has any liability relating to membership or percentage interests of the Company owned previously by any third party. Except as set forth in Schedule 2.3(a), each Seller individually represents and warrants that such Seller owns his or her Membership Interests free and clear of all Liens. All such Membership Interests are duly authorized, validly issued, and were issued in compliance with all federal, state and local rules, laws and regulations. The designations, powers preferences, rights, qualifications, limitations and restrictions, if any, in respect of such Membership Interests are set forth in the Company’s Limited Liability Company Regulations (the “LLC Regulations”), a copy of which has been provided to the Buyer, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable in accordance with all applicable laws. There are no outstanding warrants, options, rights, agreements, convertible securities, appreciation rights, joint venture, partnership or other commitments of any nature relating to the Membership Interests of the Company. There are no voting trusts or other similar agreements with respect to the voting of any of the Membership Interests. (b) Except as contemplated by this Agreement and except as set forth in Section 2.3(a) hereof, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any membership interests, partnership interests or similar ownership interests of the Company or obligating the Company to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. (c) Except as contemplated by this Agreement and except as set forth on Schedule 2.3(c) hereto, there are no registration rights, and there is no voting trust, proxy, rights plan, anti-takeover plan or other agreement or understanding to which the Company is a party or by which the Company is bound with respect to any equity security of any class of the Company. (d) The authorized and outstanding capital stock of the Company consists of 500,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 shares of Common Stock and 0 shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessableSubsidiary is set forth in Schedule 2.3(d) hereto. Except as disclosed set forth in Schedule 2.3(d), the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as Company owns all of the date hereofoutstanding capital stock of the Subsidiary, (i) there free and clear of all Liens. There are no outstanding options, warrants, scrip, warrants or other rights to subscribe to, calls or commitments of any character whatsoever relating to, or purchase securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect theretoSubsidiary.

Capitalization. As Except for any shares issuable upon exercise of options issued pursuant to employee benefit plans disclosed in the date hereofCompany’s SEC Documents, the authorized capital stock capitalization of the Company consists of 500,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 shares of Common Stock and 0 shares of Preferred Stock were issued and outstandingis as described in the Company’s SEC Documents. All of such the Company’s outstanding shares have been been, or upon issuance will be, validly issued and are fully paid and nonassessable. The Company’s Common Stock is registered pursuant to Section 12(b) of the Exchange Act of 1934, and is listed for trading on the Principal Market (as defined below). Except as disclosed set forth in this Agreement, the Registration Rights Agreement and as set forth in the SEC Documents, (i) no shares of Common Stock the Company’s capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, encumbrances; (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiariesSubsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiariesSubsidiaries (other than any such options, warrants, scrip, rights, calls, commitments, securities, understandings and arrangement outstanding under plans disclosed in the SEC Documents (ii) there are no outstanding debt securities as defined below)); (iii) there are no outstanding registration statements debt securities, notes, credit agreements, credit facilities or other than on Form S-8 and (iv) there are no agreements agreements, documents or arrangements under instruments evidencing indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its subsidiaries Subsidiaries is obligated to register or may become bound; (iv) there are no outstanding securities or instruments of the sale of Company or any of their securities under its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Securities Act Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (except pursuant to the Registration Rights Agreement). There v) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement Agreement; (vi) the Company does not have any stock appreciation rights or “phantom” stock plans or agreements or any related agreement similar plan or the consummation of the transactions described herein or therein. The Company has furnished agreement; (vii) to the Investor true and correct copies Company’s knowledge, (A) no current officer or director who individually owns one percent (1%) or more of the Company’s Certificate outstanding capital stock or (B) other beneficial owner of Incorporation, as amended and as in effect on the date hereof five percent (the “Certificate 5%) or more of Incorporation”), and the Company’s By-lawsoutstanding capital stock, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights has pledged shares of the holders thereof Company’s capital stock in respect theretoconnection with a margin account or other loan secured by such capital stock; and (viii) to the Company’s knowledge, the Company and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of 500,000,000 8,000,000 shares of Company Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 3,387,968 shares of Common Stock and 0 shares of Preferred Stock were are issued and outstandingoutstanding and no shares are held in the treasury of the Company. All of such the issued and outstanding shares of capital stock of the Company have been validly issued duly authorized and are validly issued, fully paid and nonassessable. Except as disclosed in None of the SEC Documents, no issued and outstanding shares of Common Stock are capital stock of the Company have been issued in violation of, or subject to to, any preemptive rights or rights of subscription. All offers, issuances and sales by the Company of any shares of its capital stock or other similar rights equity securities have been made in compliance in all material respects with the registration and qualification requirements of all applicable federal and state securities laws. Except as set forth above, there are no outstanding shares of capital stock or any liens or encumbrances suffered or permitted by other equity securities of the Company. Except as disclosed set forth in the SEC DocumentsSchedule 3.7, as of the date hereof, (i) there are no outstanding options, warrants, scripcalls, rights to subscribe torights, calls convertible securities or other agreements or commitments of any character whatsoever relating to, pursuant to which the Company is or may be obligated to issue or sell any issued or unissued shares of its capital stock or other equity securities or rights convertible into, to purchase or redeem any shares of its capital stock of the Company or other equity securities or make any other payments in respect thereof, and there are no shares of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock or other equity securities reserved for issuance for any purpose. Schedule 3.7 contains a true and correct copy of all agreements, instruments or other documents evidencing or otherwise relating to the Company or any of its subsidiaries or outstanding options, warrants, scripcalls, rights rights, convertible securities or other agreements or commitments referred to subscribe in such schedule, including, but not limited to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of (i) the Company or any of its subsidiaries, Convertible Note and (ii) there are no all outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect theretoOptions.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of 500,000,000 300,000,000 shares of Common Stock, no par value $0.0001 per share share, and 10,000,000 no shares of Preferred Stock Stock, of which 300,025,242 46,710,821 shares of Common Stock and 0 shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s 's Certificate of Incorporation, as amended and as in effect on the date hereof (the “"Certificate of Incorporation”"), and the Company’s 's By-laws, as in effect on the date hereof (the “"By-laws”"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As Schedule 4.3 sets forth as of the date hereof, hereof (a) the authorized capital stock of the Company consists Company; (b) the number of 500,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 shares of Common Stock and 0 shares of Preferred Stock were capital stock issued and outstanding. All ; (c) the number of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock are subject capital stock issuable pursuant to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in ’s stock or equity compensation plans; and (d) the SEC Documents, as number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the date hereof, (iShares) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating toexercisable for, or securities convertible into or rights convertible intoexchangeable for, any shares of capital stock of the Company or any Company. All of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional issued and outstanding shares of the Company’s and its Subsidiaries’ capital stock have been duly authorized and are validly issued, fully paid and nonassessable. None of such shares were issued in violation of any preemptive rights or other similar rights of third parties and such shares were issued in compliance with applicable state and federal securities laws. There are no outstanding contractual obligations of the Company or any of its subsidiaries Subsidiaries to provide any funds to or make any investment in respect of any unsatisfied subscription obligation or capital contribution or capital account funding obligation in any Person. No Person is entitled to preemptive or similar statutory or contractual rights with respect to the issuance by the Company of any securities of the Company. There are no outstanding warrants, options, warrantsconvertible securities or other rights, scrip, rights to subscribe to, calls agreements or commitments arrangements of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company is or any of its subsidiaries is may be obligated to register the sale issue any equity securities of any of their securities under the Securities Act (kind and except pursuant to the Registration Rights as contemplated by this Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement the issuance of the Shares and the Company does not have any stock appreciation rights, “phantom stock” plans or agreements or any related agreement similar plans or agreements. There are no voting agreements, stockholder agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the consummation Company and any of the transactions described herein or therein. The security holders of the Company has furnished or, to the Investor true and correct copies Company’s Knowledge, between or among any of the Company’s Certificate security holders, relating to the securities of Incorporationthe Company held by them. (i) No Person has the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person, (ii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound having the right to vote on any matter which the stockholders of the Company or its Subsidiaries as amended and as in effect on the date hereof (the “Certificate of Incorporation”)case may be, may vote, and (iii) there are no outstanding securities or instruments of the Company’s By-laws, as in effect on the date hereof (the “By-laws”)Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the terms Company or any of all securities convertible into its Subsidiaries is or exercisable for Common Stock and the material rights may become bound to redeem a security of the holders thereof Company or any of its Subsidiaries. The issuance and sale of the Shares hereunder will not obligate the Company to issue shares of Preferred Stock or other securities to any other Person (other than the Investors) and will not result in respect theretothe adjustment of the exercise, conversion, exchange or reset price of any outstanding security.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of 500,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 180,000,000 shares of Common Stock and 0 20,000,000 shares of Preferred Stock, $0.01 par value per share ("Preferred Stock"), of which 60,000,000 shares of Common Stock and zero shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s 's Certificate of Incorporation, as amended and as in effect on the date hereof (the “"Certificate of Incorporation”"), and the Company’s 's By-laws, as in effect on the date hereof (the “"By-laws”"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As The authorized and issued capital of the date hereof, the authorized capital stock of the Company CanniMed consists of 500,000,000 an unlimited number of common shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 shares of Common Stock and 0 shares of Preferred Stock were issued and outstanding. All of such outstanding shares 24,673,523 CanniMed Shares have been validly issued and are outstanding as fully paid and nonassessablenon-assessable shares as of January 23, 2018 and have not been issued in violation of any preemptive rights. As of January 23, 2018, an aggregate of up to 603,722 CanniMed Shares are issuable upon the exercise of outstanding stock options and Convertible Securities. Except as disclosed in the SEC DocumentsCanniMed Public Disclosure Record, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scripconversion privileges, rights to subscribe tocommitments (contingent or otherwise) or other Contract or any right or privilege (whether by Law, calls pre-emptive or commitments contractual) capable of any character whatsoever relating tobecoming an agreement, for the purchase, allotment or issuance of, or subscription for, any securities of CanniMed, or rights any securities convertible or exchangeable into, or exercisable for, or otherwise evidencing a right to acquire, any shares securities of capital CanniMed. All securities of CanniMed (including the stock options and Convertible Securities) have been issued in compliance with all applicable corporate Laws and Securities Laws. Other than the CanniMed Shares, stock options and Convertible Securities, there are no securities of the Company CanniMed or of any of its subsidiariessubsidiaries outstanding which have the right to vote generally (or are convertible into or exchangeable for securities having the right to vote generally) with the shareholders of CanniMed on any matter. There are no outstanding Contracts or other obligations of CanniMed to (i) repurchase, redeem or otherwise acquire any of its securities or with respect to the voting or disposition of any of its outstanding securities, (ii) except pursuant to the Newstrike Agreement, and the Newstrike termination agreement dated January 24, 2018, make any investment in or provide any funds to (whether in the form of a loan, capital contribution or otherwise) any person in excess of $5 million in the aggregate, other than a wholly-owned subsidiary of CanniMed, or contracts(iii) provide any guarantee with respect to any person (other than a wholly-owned subsidiary of CanniMed). There are no outstanding bonds, commitments, understandings debentures or arrangements by which the Company other evidences of indebtedness of CanniMed or any of its subsidiaries is or may become bound having the right to issue additional shares of capital stock vote with the holders of the Company or outstanding CanniMed Shares on any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect theretomatters.

Capitalization. As The number of shares and type of all authorized, issued and outstanding capital stock, options and other securities of the date hereof, Company (whether or not presently convertible into or exercisable or exchangeable for shares of capital stock of the authorized Company) is set forth in Schedule 3.1(g). All of the outstanding shares of capital stock of the Company consists of 500,000,000 shares of Common Stockare duly authorized, par value $0.0001 per share validly issued, fully paid and 10,000,000 shares of Preferred Stock of which 300,025,242 shares of Common Stock non-assessable, have been issued in compliance in all material respects with all applicable federal and 0 shares of Preferred Stock were issued state securities laws, and outstanding. All none of such outstanding shares have been validly was issued and are fully paid and nonassessablein violation of any preemptive rights or similar rights to subscribe for or purchase any capital stock of the Company. Except as disclosed set forth in the SEC Documents, Schedule 3.1(g): (i) no shares of Common Stock the Company’s outstanding capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, rights; (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or any of its subsidiariesCompany, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company Company, other than those issued or any granted pursuant to Material Contracts or equity or incentive plans or arrangements described in the SEC Reports as of its subsidiaries, (ii) there are no outstanding debt securities the Original Signing Date; (iii) there are no material outstanding registration statements debt securities, notes, credit agreements, credit facilities or other than on Form S-8 and agreements, documents or instruments evidencing indebtedness of the Company or by which the Company is bound; (iv) except for registration obligations set forth in the Transaction Documents, there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their its securities under the Securities Act Act; (except pursuant v) there are no outstanding securities or instruments of the Company that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company is or may become bound to redeem a security of the Registration Rights AgreementCompany; (vi) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (vii) the Company has no liabilities or obligations of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise (other than liabilities or obligations disclosed in the SEC Reports or incurred in the ordinary course of business consistent with past practice since December 31, 2010), which, individually or in the aggregate, will have or would reasonably be expected to have a Material Adverse Effect. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation issuance of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect theretoSecurities.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists and the shares thereof issued and outstanding as of 500,000,000 January 30, 2006, after giving effect to the shares of Common Stockcapital stock to be issued in the Exchange, par value $0.0001 per share and 10,000,000 are set forth on SCHEDULE 2.1(c) hereto. All of the outstanding shares of Preferred Stock of which 300,025,242 shares of the Company's Common Stock and 0 shares any other security of Preferred Stock were issued and outstanding. All of such outstanding shares the Company have been duly and validly issued and authorized and, to the extent applicable, are validly issued, fully paid and nonassessablenon-assessable. Except as disclosed in the SEC Documentsset forth on SCHEDULE 2.1(c) hereto, no shares of Common Stock or any other security of the Company are subject entitled to preemptive rights or any other similar registration rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) and there are no outstanding options, warrants, scrip, rights to subscribe to, calls call or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company Company. Furthermore, except as set forth on SCHEDULE 2.1(c) hereto or in any of its subsidiariesCommission Documents (as defined in Section 2.1(f) below) and except for the Transaction Documents and the Exchange Documents, or there are no contracts, commitments, understandings understandings, or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of the capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any into shares of capital stock of the Company. Except as provided on SCHEDULE 2.1(c) hereto and except as disclosed in any Commission Documents, the Company is not a party to or bound by any agreement or understanding granting registration or anti-dilution rights to any person with respect to any of its subsidiariesequity or debt securities. Except as set forth on SCHEDULE 2.1(c) or in any Commission Documents, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company is not a party to, and it has no knowledge of, any agreement or understanding restricting the voting or transfer of any shares of its subsidiaries is obligated to register the capital stock of the Company. Except as set forth on SCHEDULE 2.1(c) hereto or disclosed or in any Commission Documents, the offer and sale of any all capital stock, convertible securities, rights, warrants, or options of their securities under the Securities Act (except pursuant Company issued prior to the Registration Rights Agreement). There are no Closing complied with all applicable federal and state securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or laws, and to the consummation best knowledge of the transactions described herein Company, no holder of such securities has a right of rescission or thereinhas made or threatened to make a claim for rescission or damages with respect thereto which could have a Material Adverse Effect. The Company has furnished or made available to the Investor Purchasers true and correct copies of the Company’s 's Certificate of Incorporation, as amended and Incorporation as in effect on the date hereof (the “Certificate of Incorporation”"CERTIFICATE"), and the Company’s By-laws, 's Bylaws as in effect on the date hereof (the “By-laws”"BYLAWS"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of 500,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 shares of Common Stock and 0 shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares are reserved for issuance pursuant to the Company's stock option plans. Sufficient shares are reserved for issuance upon conversion of Common Stock the Note (as required by the Note and transfer agent share reserve letter). All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances suffered imposed through the actions or permitted by failure to act of the Company. Except as disclosed in the SEC Documents, as of the effective date hereofof this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe tofor, calls puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into, into or exchangeable for any shares of capital stock of the Company or any of its subsidiariesSubsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiariesSubsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries Subsidiaries is obligated to register the sale of any of its or their securities under the Securities 1933 Act and (except pursuant to the Registration Rights Agreement). There iii) there are no securities or instruments containing anti-dilution or similar price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by this Agreement or any related agreement the issuance of the Note or the consummation of the transactions described herein or thereinConversion Shares. The Company has furnished to the Investor filed in its SEC Documents true and correct copies of the Company’s 's Certificate of Incorporation, as amended and Incorporation as in effect on the date hereof (the “"Certificate of Incorporation”"), and the Company’s 's By-laws, as in effect on the date hereof (the “"By-laws”"), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by the Company's Chief Executive on behalf of the Company as of the Closing Date.

Capitalization. As of the date hereofThe authorized, the authorized capital stock of the Company consists of 500,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 shares of Common Stock and 0 shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of each of Standard and the Company or any Standard Subsidiaries as of its subsidiariesthe date hereof is correctly set forth on Schedule 3.3. The number of outstanding shares of Standard Common Stock identified in Schedule 3.3 includes (i) the aggregate number of shares of Standard Common Stock under the MRRP which have been granted (as set forth on Schedule 3.3) and which vest upon consummation of the Merger as provided in Section 1.3(c), or contracts, commitments, understandings or arrangements and (ii) all allocated and unallocated shares of Standard Common Stock held by which the Company or any of its subsidiaries is or may become bound to issue additional ESOP (as defined in Section 5.12 below). The issued and outstanding shares of capital stock of each of Standard and the Company Standard Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and have not been issued in violation of any preemptive rights. Except as disclosed on Schedule 3.3, there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments obligating Standard or any Standard Subsidiary to issue, sell, purchase or redeem any shares of its capital stock or securities or obligations of any kind convertible into or exchangeable for any shares of its capital stock or of any of its subsidiaries or optionsaffiliates, warrantsnor are there any stock appreciation, scrip, phantom or similar rights to subscribe to, calls outstanding based upon the book value or commitments any other attribute of any character whatsoever relating to, or securities or rights convertible into, any shares of the capital stock of the Company Standard or any of its subsidiariesthe Standard Subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements or the earnings or other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company attributes of Standard or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement)Standard Subsidiaries. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor Schedule 3.3 contains true and correct copies of all such agreements, arrangements (including all stock plans, but excluding individual stock option or restricted stock agreements) or commitments. No bonds, debentures, notes or other indebtedness having the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof right to vote (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities or convertible into or exercisable for Common Stock and securities having the material rights right to vote) on any matters on which shareholders of the holders thereof Standard or any Standard Subsidiary may vote are issued or outstanding except as set forth in respect theretoSchedule 3.3.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of 500,000,000 250,000,000 shares of Common Stock, par value $0.0001 per share Stock and 10,000,000 shares of Preferred Stock Stock, $0.0001 par value per share (“Preferred Stock”), of which 300,025,242 43,115,181 shares of Common Stock and 0 zero shares of Preferred Stock were are issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of 500,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 75,000,000 shares of Common Stock and 0 5,000,000 shares of Preferred Stock, $0.001 par value per share (“Preferred Stock”), of which 61,910,000 shares of Common Stock and no shares of Preferred Stock were are issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As The capitalization of the date Company is and will be as set forth in each of the Commitment Prospectus and the Prospectus as of the dates set forth therein. All the outstanding shares of Common Stock of the Company, including the Shares to be sold by the Selling Stockholders, have been, and as of the Closing Date and the Additional Closing Date, as the case may be, will be, duly authorized, validly issued, fully paid, nonassessable, and free of any preemptive or similar rights; except as set forth in each of the Commitment Prospectus and the Prospectus, the Company is not a party to or bound by any outstanding options, warrants, or similar rights to subscribe for, or contractual obligations to issue, sell, transfer, or acquire, any of its capital stock or any securities convertible into or exchangeable for any of such capital stock; the Shares to be issued and sold to the Underwriters by the Company hereunder have been duly authorized and, when issued and delivered to the Underwriters against full payment therefor in accordance with the terms hereof, will be validly issued, fully paid, nonassessable, and free of any preemptive or similar rights; the authorized capital stock of the Company consists conforms to the description thereof in each of 500,000,000 shares the Commitment Prospectus and the Prospectus; and the delivery of Common Stock, par value $0.0001 per share and 10,000,000 shares certificates for the Shares being sold by the Company against payment therefor pursuant to the terms of Preferred Stock of which 300,025,242 shares of Common Stock and 0 shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in this Agreement will pass valid title to the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted Shares being sold by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments free and clear of any character whatsoever relating toclaim, encumbrance, or securities defect in title, to the several Underwriters purchasing such Shares in good faith and without notice of any lien, claim, or rights convertible into, any shares of capital stock of encumbrance. The certificates for the Shares being sold by the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 in valid and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect theretosufficient form.

Capitalization. As The number of shares and type of all authorized, issued and outstanding capital stock, options and other securities of the Company (whether or not presently convertible into or exercisable or exchangeable for shares of capital stock of the Company) has been set forth in the SEC Reports and has changed since the date hereofof such SEC Reports only to reflect stock, stock option and warrant issuances or exercises that do not, individually or in the authorized aggregate, have a material effect on the issued and outstanding capital stock, options and other securities. All of the outstanding shares of capital stock of the Company consists of 500,000,000 shares of Common Stockare duly authorized, par value $0.0001 per share validly issued, fully paid and 10,000,000 shares of Preferred Stock of which 300,025,242 shares of Common Stock non-assessable, have been issued in compliance in all material respects with all applicable federal and 0 shares of Preferred Stock were issued state securities laws, and outstanding. All none of such outstanding shares have been validly was issued and are fully paid and nonassessablein violation of any preemptive rights or similar rights to subscribe for or purchase any capital stock of the Company. Except as disclosed specified in the SEC Reports or as contemplated by the Transaction Documents, : (i) no shares of Common Stock the Company's capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except ; (ii) except as disclosed in the SEC Documentsset forth on Schedule 4(g), as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or any of its subsidiariesCompany, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or any of its subsidiariesCompany; (iii) except as set forth in Schedule 4(j), (ii) there are no outstanding debt securities securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing indebtedness of the Company or by which the Company is or may become bound; (iiiiv) there are no outstanding registration financing statements other than on Form S-8 and securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (ivv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights AgreementAgreement or as set forth in Schedule 4(g). There ); (vi) there are no outstanding securities or instruments of the Company or which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company is or may become bound to redeem a security of the Company; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement the issuance of the Shares; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any related agreement similar plan or agreement; and (ix) the consummation of the transactions described herein or therein. The Company has furnished no liabilities or obligations required to be disclosed in the Investor true and correct copies SEC Reports (as defined herein) but not so disclosed in the SEC Reports, other than those incurred in the ordinary course of the Company’s Certificate of Incorporation, as amended and as 's businesses or set forth in effect on the date hereof (the “Certificate of Incorporation”Schedule 4(j), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As Schedule 4.4 accurately and completely sets forth the capital structure of the date hereof, Company by listing thereon the authorized number of shares of capital stock of the Company consists which are authorized and which are issued and outstanding and identifying the record owner of 500,000,000 each such share and which of the issued and outstanding Shares are represented by a certificate. The Company Stockholders own all of the issued and outstanding shares of Common Stockcapital stock of the Company, par value $0.0001 per share and 10,000,000 all of the issued and outstanding shares of Preferred Stock capital stock of which 300,025,242 shares of Common Stock and 0 shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been the Company (a) are duly authorized, validly issued and are issued, fully paid and nonassessable, (b) are free and clear of any Liens and defects of title whatsoever, (c) are held of record and beneficially owned by the Company Stockholders, and (d) were not issued in violation of the preemptive rights of any Person or any agreement or laws, statutes, orders, decrees, rules, regulations and judgments of any Governmental Body by which the Company at the time of issuance was bound. Except as disclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereofset forth on Schedule 4.4, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company reserved for issuance or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiariesheld as treasury shares, (ii) there are no outstanding debt options, stock appreciation rights, warrants, rights, calls, commitments, conversion rights, rights of exchange, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities or other plans or commitments, contingent or otherwise, relating to the capital stock of the Company, other than as contemplated by this Agreement, (iii) there are no outstanding registration statements Contracts of the Company and the Company Stockholders or any other than on Form S-8 Person to purchase, redeem or otherwise acquire any outstanding shares of the capital stock of the Company, or securities or obligations of any kind convertible into any shares of the capital stock of the Company, and (iv) there are no agreements dividends which have accrued or arrangements under which been declared but are currently unpaid on the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies capital stock of the Company’s Certificate of Incorporation. No Person (other than the Company Stockholders) has made, as amended and as asserted or threatened (orally or in effect on the date hereof (the “Certificate of Incorporation”), and writing) to make or assert any claim that such Person owns or has any rights in or to any equity interest in the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the authorized The outstanding capital stock of the Company consists as of 500,000,000 March 14, 2006 is as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005. The Company has not issued any capital stock since March 14, 2006 other than pursuant to the grant of equity compensation in the form of restricted shares under the Company’s Equity Compensation Plan and the exercise of outstanding warrants or stock options, in each case as disclosed in the SEC Reports. The Shares to be sold pursuant to the Agreements have been duly authorized, and when issued and paid for in accordance with the terms of the Agreements, will be duly and validly issued, fully paid and nonassessable, subject to no lien, claim or encumbrance (except for any such lien, claim or encumbrance created, directly or indirectly, by the Investor). The outstanding shares of Common Stock, par value $0.0001 per share and 10,000,000 shares capital stock of Preferred Stock of which 300,025,242 shares of Common Stock and 0 shares of Preferred Stock were issued and outstanding. All of such outstanding shares the Company have been duly and validly issued and are fully paid and nonassessable. Except as disclosed , have been issued in compliance with the SEC Documentsregistration requirements of federal and state securities laws, no shares and were not issued in violation of Common Stock are subject to any preemptive rights or any other similar rights to subscribe for or any liens or encumbrances suffered or permitted by the Companypurchase securities. Except as disclosed in the SEC Documents, as The Company owns all of the date hereofoutstanding capital stock of each Subsidiary, (i) there free and clear of all liens, claims and encumbrances. There are no outstanding optionsrights (including, warrantswithout limitation, scrippreemptive rights), rights warrants or options to subscribe toacquire, calls or commitments instruments convertible into or exchangeable for, any unissued shares of capital stock or other equity interest in the Company or any Subsidiary, or any contract, commitment, agreement, understanding or arrangement of any character whatsoever relating to, kind to which the Company or securities any Subsidiary is a party and providing for the issuance or rights convertible into, sale of any shares of capital stock of the Company or of any of its subsidiariesSubsidiary, any such convertible or contracts, commitments, understandings or arrangements by which the Company exchangeable securities or any such rights, warrants or options. Without limiting the foregoing, no preemptive right, co-sale right, registration right, right of its subsidiaries is first refusal or may become bound other similar right exists with respect to issue additional shares of capital stock the issuance and sale of the Company or any of its subsidiaries or optionsShares, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of except as provided in the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement)Agreements. There are no securities shareholders agreements, voting agreements or instruments containing anti-dilution or other similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished agreements with respect to the Investor true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and to which the material rights of the holders thereof in respect theretoCompany is a party.

Capitalization. As of the date hereof, the (i) The authorized share capital stock of the Company consists of 500,000,000 shares 200,000,000 Shares, of Common Stockwhich, par value $0.0001 per share and 10,000,000 shares as of Preferred Stock the date of which 300,025,242 shares of Common Stock and 0 shares of Preferred Stock were this Agreement, 71,413,780 Shares are issued and outstandingoutstanding (not including 121,075 restricted shares owned by members of management or 584,648 shares being held in the form of American depositary shares for issuance under the Company Stock Plans, as defined below). All of such outstanding shares have been validly issued and outstanding Shares of the Company are validly issued, fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as As of the date hereofof this Agreement, no Shares are held in treasury and no Shares are reserved for future issuance except as provided in Employee Stock Option Plan and the 2006 Share Incentive Plan (i) collectively, the “Company Stock Plans”), the vesting and exercisability of which shall not accelerate due to this Agreement or the Closing. Except for the Company Stock Plans and the Company’s zero coupon convertible senior bonds due 2012, there are no outstanding options, warrantswarrants or other rights, scripagreements, rights to subscribe to, calls arrangements or commitments of any character whatsoever relating to, to the issued or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of unissued capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights obligating the Company or any of its subsidiaries to subscribe to, calls issue or commitments of any character whatsoever relating to, or securities or rights convertible into, sell any shares of capital stock of, or other equity interests in, the Company or any of its subsidiaries. All Shares subject to issuance as aforesaid, upon issuance on the terms and subject to the conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any capital stock of the Company or any of its subsidiariessubsidiaries or to provide funds to, or make any investment (iiin the form of a loan, capital contribution or otherwise) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company in, any subsidiary or any other Person. As used herein, “Person” means an individual, corporation, partnership, limited partnership, limited liability company, syndicate, person (including, without limitation, a “person” as defined in Section 13(d)(3) of its subsidiaries is obligated to register the sale of any of their securities under the Securities and Exchange Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s Certificate of Incorporation1934, as amended and as in effect on the date hereof (the “Certificate of IncorporationExchange Act”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms trust, association or entity or government, political subdivision, agency or instrumentality of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect theretoa government.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of 500,000,000 75,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 44,565,824 shares of Common Stock and 0 shares of Preferred Stock were are issued and outstanding, and no shares of preferred stock. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no No shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as As of the date hereofof this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities and (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement)) and (iv) there are no outstanding registration statements and there are no outstanding comment letters from the SEC or any other regulatory agency. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation issuance of the transactions Convertible Debentures as described herein or thereinin this Agreement. The Company has furnished to the Investor Buyer true and correct copies of the Company’s Certificate 's Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”"ARTICLES OF INCORPORATION"), and the Company’s 's By-laws, as in effect on the date hereof (the “By"BY-laws”LAWS"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect theretothereto other than stock options issued to employees and consultants.

Capitalization. As of the date hereof, the The authorized capital stock of the Company Company, other than the Conversion Shares (as defined in Section 10 below), consists of 500,000,000 10,000,000,000 shares of Common Stock, par value $0.0001 0.001 per share share, of which as of December 31, 2016, 575,000,000 shares are issued and outstanding as of the date hereof, and 10,000,000 shares of Preferred Stock “blank check” preferred stock of which 300,025,242 shares of Common Stock and 0 shares of Preferred Stock were issued and outstanding. All of such outstanding 51 shares have been validly issued designated as “Series A Preferred Stock” and are fully paid issued, and nonassessable300,000 shares have been designated as “Series B Preferred Stock” and reserved for issuance to Subscriber hereby in one or more series. In addition, at Closing or immediately after but no later than (the following business day), the Certificate will have been duly authorized and filed. Except as disclosed in the Latest SEC DocumentsDocuments (as defined in Section 4(h)), no shares of Common Stock or Preferred Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or, the existence of any such rights will be waived prior to Closing. Except as disclosed in the SEC Documents, as of the date hereofof this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiariesSubsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiariesSubsidiaries, (ii) there are no outstanding debt securities and (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act and (iv) except as set forth on Schedule 4(b), there are no outstanding registration statements and there are no outstanding comment letters from the Securities Act and Exchange Commission (except pursuant to the Registration Rights Agreement)“Commission”) or any other regulatory agency. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of any of the Securities as described in this Agreement or any related agreement or (except, to the consummation of the transactions described herein or thereinextent, if any, that such rights are understood prior to Closing). The Company has furnished to the Investor true and correct copies reserved for issuance all of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights Conversion Shares upon conversion of the holders thereof in respect theretoPreferred Stock.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of 500,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 shares of Common Stock and 0 shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares are reserved for issuance pursuant to the Company’s stock option plans, and sufficient shares are reserved for issuance upon conversion of Common Stock the Note (as required by the Note and transfer agent share reserve letter). All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances suffered imposed through the actions or permitted by failure to act of the Company. Except as disclosed in the SEC Documents, as of the effective date hereofof this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe tofor, calls puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into, into or exchangeable for any shares of capital stock of the Company or any of its subsidiariesSubsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiariesSubsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries Subsidiaries is obligated to register the sale of any of its or their securities under the Securities 1933 Act and (except pursuant to the Registration Rights Agreement). There iii) there are no securities or instruments containing anti-dilution or similar price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by this Agreement or any related agreement the issuance of the Note or the consummation of the transactions described herein or thereinConversion Shares. The Company has furnished to the Investor filed in its SEC Documents true and correct copies of the Company’s Certificate of Incorporation, as amended and Incorporation as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by the Company’s Chief Executive on behalf of the Company as of the Closing Date.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of 500,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 100,000,000 shares of Preferred Stock of which 300,025,242 294,066,663 shares of Common Stock and 0 no shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s 's Certificate of Incorporation, as amended and as in effect on the date hereof (the “"Certificate of Incorporation”"), and the Company’s 's By-laws, as in effect on the date hereof (the “"By-laws”"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of 500,000,000 100,000,000 shares of Common Stock, par value $0.0001 0.001 per share and 10,000,000 no shares of Preferred Stock of which 300,025,242 90,890,931 shares of Common Stock and 0 no shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s 's Certificate of Incorporation, as amended and as in effect on the date hereof (the “"Certificate of Incorporation”"), and the Company’s 's By-laws, as in effect on the date hereof (the “"By-laws”"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As The capitalization of the Company as of the date hereof, including the authorized capital stock, the number of shares issued and outstanding, the number of shares issuable and reserved for issuance pursuant to the Company's stock option plans, the number of shares issuable and reserved for issuance pursuant to securities (other than the Company consists of 500,000,000 shares of Common StockDebentures or Warrants) exercisable for, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 or convertible into or exchangeable for any shares of Common Stock and 0 the number of shares to be reserved for issuance upon conversion of Preferred Stock were issued the Debentures and outstandingWarrants is set forth on SCHEDULE 3(c). All of such outstanding shares of capital stock have been been, or upon issuance will be, validly issued and are issued, fully paid and nonassessable. Except as disclosed in the SEC Documents, no No shares of Common Stock capital stock of the Company (including the Conversion Shares and Warrant Shares) are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances suffered or permitted by the Companyencumbrances. Except for the Securities and as disclosed in the SEC Documentsset forth on SCHEDULE 3(c), as of the date hereofof this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible intointo or exercisable or exchangeable for, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, and (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of its or their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There Except as set forth on SCHEDULE 3(c), there are no securities or instruments containing anti-dilution antidilution or similar provisions that will be triggered by the issuance of the Securities in accordance with the terms of this Agreement or any related agreement the Debentures or the consummation of the transactions described herein or thereinWarrants. The Company has furnished to the Investor each Purchaser true and correct copies of the Company’s Certificate 's Memorandum of Incorporation, as amended and Association as in effect on the date hereof (the “Certificate of Incorporation”"MEMORANDUM"), and the Company’s By-laws, 's Articles of Association as in effect on the date hereof (the “By-laws”), "ARTICLES" and collectively with the terms of Memorandum the "ORGANIZATIONAL DOCUMENTS") and all other instruments and agreements governing securities convertible into or exercisable or exchangeable for Common Stock and the material rights of the holders thereof in respect theretoCompany.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of 500,000,000 shares of stock, of which 500,000,000 shares are designated as Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 39,059,700 shares of Common Stock and 0 shares of Preferred Stock were issued and are outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC DocumentsDisclosure Schedule, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC DocumentsDisclosure Schedule, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s 's Certificate of Incorporation, as amended and as in effect on the date hereof (the “"Certificate of Incorporation”"), and the Company’s 's By-laws, as in effect on the date hereof (the “"By-laws”"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereofSeptember 30, 2004, the authorized capital stock of the Company consists of 500,000,000 50,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock share, of which 300,025,242 6,030,655 shares of Common Stock and 0 shares of Preferred Stock were are issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s 's Certificate of Incorporation, as amended and as in effect on the date hereof (the “"Certificate of Incorporation”"), and the Company’s 's By-laws, as in effect on the date hereof (the “"By-laws”"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of 500,000,000 110,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 as of the date hereof, 41,599,652 shares are issued and outstanding and 7,826,557 shares are issuable and reserved for issuance pursuant to the Company's stock option plans or securities exercisable or exchangeable for, or convertible into, shares of Common Stock and 0 shares of Preferred Stock were issued and outstandingStock. All of such outstanding shares have been been, or upon issuance will be, validly issued and are issued, fully paid and nonassessable. Except As of the date hereof, except as disclosed in the SEC DocumentsSchedule 2.1(c), (i) no shares of Common Stock the Company's capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (iii) there are no outstanding debt securities, (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiariesSubsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiariesSubsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries Subsidiaries is obligated to register the sale of any of their securities under the Securities Act of 1933, as amended ("SECURITIES ACT" or "1933 ACT") (except pursuant to the Registration Rights Agreement). There , (v) there are no outstanding securities of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries, and (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement the issuance or any related agreement or the consummation exercise of the transactions Note or Warrant as described herein or thereinin this Agreement. The Company has furnished to the Investor Purchaser true and correct copies of the Company’s 's Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”"CERTIFICATE OF INCORPORATION"), and the Company’s 's By-laws, as in effect on the date hereof (the “By"BY-laws”LAWS"), and the terms of all securities convertible or exchangeable into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto. Schedule 2.1(c) also lists all outstanding debt of the Company with sufficient detail acceptable to Purchaser.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of 500,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 5,000,000 shares of Common Stock and 0 2,000,000 shares of Preferred Stock, no par value per share (“Preferred Stock”), of which 2,150,216 shares of Common Stock and no shares of Preferred Stock were are issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of 500,000,000 1,000,000,000 shares of Common Stock, par value $0.0001 0.001 per share share, and 10,000,000 shares of Preferred Stock Stock, par value $0.001 ("Preferred Stock") of which 300,025,242 260,273,921 shares of Common Stock and 0 zero shares of Preferred Stock were are issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no No shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as As of the date hereofof this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities and (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement)) and (iv) there are no outstanding registration statements and there are no outstanding comment letters from the SEC or any other regulatory agency. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation issuance of the transactions Convertible Debentures as described herein or thereinin this Agreement. The Company has furnished to the Investor Buyer true and correct copies of the Company’s Certificate 's Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate "Articles of Incorporation”"), and the Company’s 's By-laws, as in effect on the date hereof (the “"By-laws”"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect theretothereto other than stock options issued to employees and consultants.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of 500,000,000 750,000,000 shares of Common StockStock and 5,000,000 shares of preferred stock, par value $0.0001 per share and 10,000,000 shares (the “Preferred Stock”). As of Preferred Stock of which 300,025,242 immediately before the Closing, the Company has 35,229,363 shares of Common Stock and 0 no shares of Preferred Stock were issued and outstanding. All of such the outstanding shares of Common Stock and of the capital stock of each of the Company’s subsidiaries have been duly authorized, validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no No shares of Common Stock capital stock of the Company or any of its subsidiaries are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there There are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or subsidiaries. There are no outstanding debt securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries. Other than pursuant to the Registration Rights Agreement, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act Act. There are no registration statements that have been filed with the Securities and Exchange Commission (except pursuant the “SEC”) but are not yet effective relating to securities of the Registration Rights Agreement)Company, and there are no outstanding comment letters from the SEC or any other regulatory agency. There are no securities or instruments of the Company or any of its subsidiaries containing anti-dilution or similar provisions provisions, including the right to adjust the exercise, exchange or reset price under such securities, that will be triggered by the issuance of the Shares as described in this Agreement Agreement. No co-sale right, right of first refusal or any related agreement other similar right exists with respect to the Shares or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true issuance and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect theretosale thereof.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of 500,000,000 an unlimited number of authorized shares of Common Stock, no par value $0.0001 per share and 10,000,000 shares of Preferred Stock value, of which 300,025,242 approximately 180,000,000 shares of Common Stock and 0 shares of Preferred Stock were are issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As The number of shares and type of all authorized, issued and outstanding capital stock, options and other securities of the date hereofCompany (whether or not presently convertible into or exercisable or exchangeable for shares of capital stock of the Company) has been set forth in the SEC Reports and may change thereafter to reflect stock issuances, convertible debt conversions, stock option exercises and grants and warrant exercises which will not, individually or in the authorized aggregate, have a material effect on the issued and outstanding capital stock, options and other securities of the Company. All of the outstanding shares of capital stock of the Company consists of 500,000,000 shares of Common Stockare duly authorized, par value $0.0001 per share validly issued, fully paid and 10,000,000 shares of Preferred Stock of which 300,025,242 shares of Common Stock non-assessable, have been issued in compliance in all material respects with all applicable federal and 0 shares of Preferred Stock were issued state securities laws, and outstanding. All none of such outstanding shares have been validly was issued and are fully paid and nonassessablein violation of any preemptive rights or similar rights to subscribe for or purchase any capital stock of the Company. Except as disclosed set forth in the SEC Documents, Reports: (i) no shares of Common Stock the Company’s capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except ; (ii) except for the Subscription or as disclosed in the SEC Documents, as a result of the date hereofperformance by the Company of the Subscription, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or any of its subsidiariesCompany, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities Company; (iii) there are no outstanding registration statements debt securities, notes, credit agreements, credit facilities or other than on Form S-8 and agreements, documents or instruments evidencing indebtedness of the Company or by which the Company is or may become bound in any material amounts; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (v) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act Act; (except pursuant vi) there are no outstanding securities or instruments of the Company or which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company is or may become bound to redeem a security of the Registration Rights Agreement). There Company; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any related agreement similar plan or agreement; and (ix) the consummation of the transactions described herein or therein. The Company has furnished no liabilities or obligations required to be disclosed in the Investor true and correct copies of SEC Reports (including, for purposes hereof, any liabilities that are required to be disclosed in a Form 10) but not so disclosed in the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect theretoSEC Reports.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of 500,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 shares of Common Stock and 0 shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no No shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documentson Schedule 4.3, as of the date hereof, (i) other than as described in the Company’s SEC Documents (as defined herein), there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) other than as described in the Company’s SEC Documents (as defined herein), there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 ); and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement), except pursuant to the terms of an agreement between the Company and the Investor. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. (i) As of the date hereofof this Agreement, the authorized capital stock of the Company consists of 500,000,000 30,000,000 shares of Common Stock, par value $0.0001 0.01 per share share, of which 16,291,240 shares are issued and 10,000,000 outstanding as of the date hereof. All of the outstanding shares of Preferred Stock capital stock of which 300,025,242 shares of Common Stock the Company are duly authorized, validly issued, fully paid and 0 shares of Preferred Stock were non-assessable, have been issued in compliance in all material respects with all applicable federal and outstanding. All state securities Laws, and none of such outstanding shares have been validly was issued and are fully paid and nonassessablein violation of any preemptive rights or similar rights to subscribe for or purchase any capital stock of the Company. Except as disclosed set forth in the SEC Documents, Schedule 3.1(g): (A) no shares of Common Stock the Company’s outstanding capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, rights; (iB) there are no outstanding optionsoptions or other equity-based rights, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, or evidencing the right to subscribe for, purchase or receive any shares of capital stock of the Company or any of its subsidiariesCompany Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries Company Subsidiary is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries Company Subsidiary; (C) there are no material outstanding debt securities, notes, credit agreements, credit facilities or optionsother agreements, warrantsarrangements, scripcommitments, rights to subscribe to, calls documents or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock instruments evidencing indebtedness of the Company or any of its subsidiaries, Company Subsidiary or by which the Company or any Company Subsidiary is bound; (iiD) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements agreements, commitments, understandings or arrangements under which the Company or any of its subsidiaries Company Subsidiary is obligated to register the sale of any of their its securities under the Securities Act Act; (except pursuant E) there are no outstanding securities or instruments, agreements, commitments, understandings or arrangements of the Company or any Company Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Company Subsidiary is or may become bound to sell, transfer, dispose of, repurchase or redeem a security of the Registration Rights Agreement)Company or any Company Subsidiary; and (F) neither the Company nor any Company Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. There are no securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation issuance of the transactions described herein Securities. Each option to purchase shares of Common Stock was granted with an exercise price per share equal to or therein. The Company has furnished to greater than the Investor true per share fair market value (as such term is used in Code Section 409A and correct copies the Department of Treasury regulations and other interpretive guidance issued thereunder) of the Company’s Certificate of Incorporation, as amended and as in effect Common Stock underlying such option on the grant date hereof thereof and was otherwise issued in compliance with the requirements of the Code and applicable Laws. Each option to purchase shares of Common Stock that was issued as an “incentive stock option” pursuant to Section 422 of the Code complied at the time of its grant and continues to comply with all of the requirements of the Code and the regulations thereunder pertaining to “incentive stock options.” (ii) Immediately following the “Certificate Closing, no more than (i) 17,123,026 shares of Incorporation”)Common Stock, and the Company’s By(ii) 2,186,323 shares of Non-lawsVoting Common Stock, as in effect on the date hereof (the “By-laws”), will be issued and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect theretooutstanding.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of 500,000,000 50,000,000 shares of Common Stock, par value $0.0001 per share of which as of August 19, 1998, 32,113,743 shares were issued and 10,000,000 outstanding and 18,000,000 shares of Preferred Stock preferred stock, no par value, of which 300,025,242 as of August 19, 1998, no shares of Common Stock and 0 shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC DocumentsSchedule 3(c), no shares of Common Stock or Preferred Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC DocumentsSchedule 3(c), as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities and (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities 1933 Act (except pursuant to the Registration Rights Agreement). There Except as disclosed in Schedule 3(c), there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or the issuance of any related agreement or the consummation of the transactions Securities as described herein or thereinin this Agreement. The Company has furnished to the Investor Buyer true and correct copies of the Company’s Certificate 's Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”"ARTICLES OF INCORPORATION"), and the Company’s By-laws's Bylaws, as in effect on the date hereof (the “By-laws”"BYLAWS"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereofMarch 31, 2003, the authorized capital stock of the Company consists of 500,000,000 1,000,000,000 shares of Common Stock, par value $0.0001 0.00001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 474,042,609 shares of Common Stock and 0 shares of Preferred Stock were are issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and there are no outstanding comment letters from the SEC or any other regulatory agency and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s 's Certificate of Incorporation, as amended and as in effect on the date hereof (the “"Certificate of Incorporation”"), and the Company’s 's By-laws, as in effect on the date hereof (the “"By-laws”"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of 500,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which 300,025,242 two hundred fifty million (250,000,000) shares of Common Stock and 0 five million (5,000,000) shares of preferred stock, $0.001 par value per share (the “Preferred Stock”), of which 54,729,606 shares of Common Stock are issued and outstanding as of the date hereof, and of which 1,000,000 shares of Preferred Stock were are issued and outstandingoutstanding as of the date hereof. All of such outstanding shares have been validly issued and are fully paid and nonassessable. The Common Stock is currently quoted on the OTC Bulletin Board under the trading symbol “RMCP.” Except as disclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, : (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries subsidiaries, or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, ; (ii) there are no outstanding debt securities securities; (iii) there are no outstanding registration statements other than on Form S-8 statements; and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights this Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished or made available to the Investor true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereofJanuary 26, 2005, the authorized capital stock of the Company consists of 500,000,000 140,000,000 shares of Common Stock, par value $0.0001 0.001 per share and 10,000,000 2,000,000 shares of Preferred Stock of which 300,025,242 2,062,013 shares of Common Stock and 0 no shares of Preferred Stock were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s 's Certificate of Incorporation, as amended and as in effect on the date hereof (the “"Certificate of Incorporation”"), and the Company’s 's By-laws, as in effect on the date hereof (the “"By-laws”"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.