Common use of Capitalization Clause in Contracts

Capitalization. As of June 30, 1999, the authorized capital stock of the Company consists of 100,000,000 shares of Common Stock, of which as of the date hereof 30,000,000 shares were issued and outstanding, and no series of preferred stock or debentures or notes were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 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 Schedule 3(c), as of the effective date of 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 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 1933 Act (except the Company Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Stock or the Conversion Shares as described in this Agreement. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATION"), 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 June 30, 1999the date hereof, the authorized capital stock of the Company consists of 100,000,000 1,000,000,000 shares of Common Stock, par value $0.00001 per share, of which as of the date hereof 30,000,000 579,723,956 shares were are issued and outstanding, outstanding and no series 2,050,000 shares of preferred stock or debentures or notes were par value $.001 of which 82,200 shares are issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(cthe SEC Documents (as defined in Section 4.5 hereof), 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 Schedule 3(c)the SEC Documents, as of the effective date of this Agreementhereof, (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 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 1933 Securities Act (except pursuant to the Company 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 issuance consummation of the Common Stock transactions described herein or the Conversion Shares as described in this Agreement. therein.. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Investor true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATIONCertificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "BYBy-LAWSlaws"), 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 June 30, 1999the date hereof, the authorized capital stock of the Company consists of 100,000,000 500,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which as 300,025,242 shares of the date hereof 30,000,000 Common Stock and 0 shares were issued and outstanding, and no series of preferred stock or debentures or notes 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 Schedule 3(c)the SEC Documents, 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 Schedule 3(c)the SEC Documents, as of the effective date of this Agreementhereof, (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 (iiiiv) 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 1933 Securities Act (except pursuant to the Company 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 issuance consummation of the Common Stock transactions described herein or the Conversion Shares as described in this Agreementtherein. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Investor true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), 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 June 30, 1999, the The authorized capital stock of the Company consists of 100,000,000 shares of Common Stock, par value $0.001 per share and no shares of which as Preferred Stock. As of the date hereof 30,000,000 the Company has 46,973,000 shares were issued and outstanding, and no series of preferred stock or debentures or notes were Common Stock issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(cthe SEC Documents (as defined in Section 3(f)), 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 Schedule 3(c)the SEC Documents, as of the effective date of 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 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 1933 Act (except pursuant to the Company 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 the issuance of the Common Stock or the Conversion Shares Convertible Debentures as described in this Agreement. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Buyer true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATIONCertificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "BYBy-LAWSlaws"), 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 June 30, 1999the date hereof, the authorized capital stock of the Company consists of 100,000,000 50,000,000 shares of Common Stock, par value $0.01 per share of which as 49,150,000 shares of the date hereof 30,000,000 shares Common Stock were issued and outstanding, outstanding and no series 10,000,000 shares of preferred stock or debentures or notes were issued and outstandingPreferred Stock. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c)the SEC Documents, 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 Schedule 3(c)the SEC Documents, as of the effective date of this Agreementhereof, (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 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 1933 Securities Act (except pursuant to the Company 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 issuance consummation of the Common Stock transactions described herein or the Conversion Shares as described in this Agreement. therein.. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Investor true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATIONCertificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "BYBy-LAWSlaws"), 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 June 30, 1999the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of which as of the date hereof 30,000,000 October 6, 2000, 36,950,954 shares were issued and outstandingoutstanding excluding 859,497 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, and no series par value per share, of preferred stock or debentures or notes were 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 nonassessablenonassessable and not subject to the preemptive or other similar rights of the stockholders of the Company other than such rights held by Ciba. Except as disclosed As of the date hereof, there is outstanding (i) $114,435,000 in Schedule 3(c)aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, no due 2003, which notes are convertible into 7,238,140 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 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 disclosed described in Schedule 3(c)the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, as of the effective date of this Agreement, (i) 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 and (iii) there are no voting trusts, stockholders agreements, proxies or other 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 1933 Act (except the Company Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance outstanding shares of the Common Stock or the Conversion Shares as described in this Agreement. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATION"), 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 June 30, 1999, the The authorized capital stock of the Company consists of 100,000,000 75,000,000 shares of Common Stock, par value $0.001 per share, of which as of the date hereof 30,000,000 48,881,458 shares were issued and outstanding, and no series of preferred stock or debentures or notes were are issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c), no 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 Schedule 3(c), as As of the effective date of 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 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 1933 Securities Act (except pursuant to the Company 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 the issuance of the Common Stock or the Conversion Shares Convertible Debentures as described in this Agreement. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Buyer true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), 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 June 30, 1999the date hereof, the authorized capital stock of the Company consists of 100,000,000 500,000,000 shares of Common Stock, par value $0.01 per share, of which as of the date hereof 30,000,000 38,439,094 shares were issued and outstanding, and no series of preferred stock or debentures or notes were are issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(cthe SEC Documents (as defined in Section 4.5 hereof), 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 Schedule 3(c)the SEC Documents, as of the effective date of this Agreementhereof, (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 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 1933 Securities Act (except pursuant to the Company 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 issuance consummation of the Common Stock transactions described herein or the Conversion Shares as described in this Agreement. therein.. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Investor true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), 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 June 30, 1999, the The authorized capital stock of the Company consists of 100,000,000 300,000,000 shares of Common Stock and zero shares of Preferred Stock, of which as 151,013,985 shares of the date hereof 30,000,000 shares were issued and outstanding, and no series of preferred stock or debentures or notes were Common Stock are issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c)the SEC Documents, 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 Schedule 3(c)the SEC Documents, as of the effective date of this Agreementhereof, (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 (iiiiv) 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 1933 Securities Act (except pursuant to the Company 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 issuance consummation of the Common Stock transactions described herein or the Conversion Shares as described in this Agreementtherein. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Investor true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), 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 June 30, 1999, the date hereof the authorized capital stock of the Company consists of 100,000,000 shares of Common Stock, par value $.0001 per share and 20,000,000 shares of Preferred Stock of which as 12,439,088 shares of the date hereof 30,000,000 shares were issued and outstanding, Common Stock and no series shares of preferred stock or debentures or notes 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 Schedule 3(c)the SEC Documents, 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 Schedule 3(c)the SEC Documents, as of the effective date of this Agreementhereof, (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 (iiiiv) 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 1933 Securities Act (except pursuant to the Company 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 issuance consummation of the Common Stock transactions described herein or the Conversion Shares as described in this Agreementtherein. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Investor true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate Articles of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATIONArticles of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "BYBy-LAWSlaws"), 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 June 30shares and type of all authorized, 1999issued and outstanding capital stock, options and other securities of the authorized 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 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 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 100,000,000 shares of Common Stockare duly authorized, of which as of the date hereof 30,000,000 shares were validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all applicable federal and outstandingstate securities laws, and no series of preferred stock or debentures or notes were issued 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 Schedule 3(c), the SEC Reports: (i) no shares of Common Stock or preferred 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 Schedule 3(c), as a result of the effective date performance by the Company of this Agreementthe 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, Company; (iiiii) there are no outstanding debt securities and 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 in any material amounts; (iiiiv) 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 1933 Act Securities Act; (except vi) there are no outstanding securities or instruments of the Company Registration Rights Agreement). There 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 the issuance of the Common Stock Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Conversion Shares as described in this Agreement. The Company has furnished no liabilities or obligations required to or made available to Buyer, via be disclosed in the SEC Edga▇ ▇▇▇eReports (including, true and correct copies of BSTI's filings with for purposes hereof, any liabilities that are required to be disclosed in a Form 10) but not so disclosed in the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATION"), 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 theretoReports.

Capitalization. As The capitalization of June 30the 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, 1999including 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 capital stock of the Company consists of 100,000,000 shares of Common Stock, of which as conforms to the description thereof in each of the date hereof 30,000,000 shares were issued Commitment Prospectus and outstanding, the Prospectus; and no series the delivery of preferred stock or debentures or notes were issued and outstanding. All certificates for the Shares being sold by the Company against payment therefor pursuant to the terms of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c), no shares of Common Stock or preferred stock are subject this Agreement will pass valid title to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted the Shares being sold by the Company. Except as disclosed in Schedule 3(c), as of the effective date of this Agreement, (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 in valid and (iii) 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 1933 Act (except the Company Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Stock or the Conversion Shares as described in this Agreement. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATION"), 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 June 30shares and type of all authorized, 1999issued and outstanding capital stock, options and other securities of the authorized Company (whether or not presently convertible into or exercisable or exchangeable for shares of capital stock of the Company) is set forth in Schedule 3.1(g). All of the outstanding shares of capital stock of the Company consists of 100,000,000 shares of Common Stockare duly authorized, of which as of the date hereof 30,000,000 shares were validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all applicable federal and outstandingstate securities laws, and no series of preferred stock or debentures or notes were issued 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 Schedule 3(c), 3.1(g): (i) no shares of Common Stock or preferred 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 Schedule 3(c), as of the effective date of this Agreement, 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, the Original Signing Date; (iiiii) there are no material outstanding debt securities and securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing indebtedness of the Company or by which the Company is bound; (iiiiv) 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 1933 Act Securities Act; (except v) there are no outstanding securities or instruments of the Company Registration Rights Agreementthat 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; (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 the issuance of the Common Stock or the Conversion Shares as described in this Agreement. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATION"), 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 June 30, 1999, the The authorized capital stock of the Company consists of 100,000,000 1,000,000,000 shares of Common Stock, of which as of the date hereof 30,000,000 $0.00014 par value; 516,453,806 and 503,453,831 shares were issued and outstanding, and no series of preferred stock or debentures or notes were issued and outstandingrespectively. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c)the SEC Documents, 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 Schedule 3(c)the SEC Documents, as of the effective date of this Agreementhereof, (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-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 1933 Securities Act (except pursuant to the Company 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 issuance consummation of the Common Stock transactions described herein or therein. This section shall not prevent the Conversion Shares as described in this AgreementCompany, after the date hereof, from obtaining other funding or other means of financing. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Investor true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), 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 The number of June 30shares and type of all authorized, 1999issued and outstanding capital stock, options and other securities of the authorized 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 of such SEC Reports only to reflect stock option and warrant exercises that do not, individually or in the 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 100,000,000 shares of Common Stockare duly authorized, of which as of the date hereof 30,000,000 shares were validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all applicable federal and outstandingstate securities laws, and no series of preferred stock or debentures or notes were issued 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 Schedule 3(c), the SEC Reports: (i) no shares of Common Stock or preferred 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 Schedule 3(c), as of the effective date of this Agreement, ; (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 or any of its subsidiaries, Company; (iiiii) there are no outstanding debt securities and 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 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 1933 Securities Act (except the Company Registration Rights Agreement). 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 the issuance of the Common Stock Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Conversion Shares as described in this Agreement. The Company has furnished no liabilities or obligations required to or made available to Buyer, via be disclosed in the SEC Edga▇ ▇▇▇eReports (as defined herein) but not so disclosed in the SEC Reports, true and correct copies other than those incurred in the ordinary course of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation’s businesses and which, as amended and as individually or in effect on the date hereof (the "CERTIFICATE OF INCORPORATION")aggregate, the Company's By-laws, as in effect on the date hereof (the "BY-LAWS"), and the terms of all securities convertible into do not or exercisable for Common Stock and the material rights of the holders thereof in respect theretocould not have or reasonably be expected to have a Material Adverse Effect.

Capitalization. As The authorized, issued and outstanding capital stock of June 30the Company consists on the date hereof, 1999and 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 are as set forth in the Company’s Articles of 100,000,000 Incorporation, as amended (the “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 Common Stockthe 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 30,000,000 shares were issued and outstanding, and no series none of preferred stock or debentures or notes were issued and outstanding. All of such which will be outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 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 Schedule 3(c), as of the effective date of 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 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 subsidiariescapital stock, or contractsto purchase, commitments, understandings redeem or arrangements by which the Company or otherwise acquire any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries interest therein or options, warrants, scrip, rights to subscribe to, calls pay any dividend or commitments of make 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 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 1933 Act (except the Company Registration Rights Agreement)other distribution in respect thereof. There are no securities voting trusts, proxies or instruments containing anti-dilution other agreements or similar provisions that will be triggered by understandings with respect to the issuance voting of the Common Stock or the Conversion Shares as described Company’s capital stock, other than a power of attorney signed by each Stockholder in this Agreement. The Company has furnished to or made available to Buyer, via the SEC Edga▇ favor of ▇▇▇e, true ▇▇ ▇. ▇▇▇▇▇ and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, naming him as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATION"), the Company's Bysuch 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 June 30, 1999, the (a) The authorized capital stock of the Company consists of 100,000,000 (i) 25,000,000 shares of Common Stock, $0.001 par value per share and (ii) 5,000,000 shares of which as Preferred Stock, $0.001 par value per share. As of the date hereof 30,000,000 Closing Date, there are (y) 3,160,000 shares were of Common Stock issued and outstanding, all of which are duly authorized, validly issued, fully paid and non-assessable and (z) no shares of Preferred Stock issued and outstanding. In addition, there are 925,000 shares of Common Stock reserved for issuance pursuant to outstanding options and warrants. There are no shares of any class or series of preferred stock issued or debentures or notes were issued and outstanding. All of such outstanding shares the securities issued by the Company have been validly issued in accordance with all applicable federal and are fully paid and nonassessablestate securities laws. Except Other than as disclosed in Schedule 3(c)set forth above, 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 Schedule 3(c), as of the effective date of this Agreement, (i) there are no outstanding other options, warrants, scripcalls, rights to subscribe torights, calls commitments or commitments agreements of any character whatsoever relating toto which the Company is a party or by which the Company is bound or obligating the Company to issue, deliver, sell, repurchase or redeem, or securities cause to be issued, delivered, sold, repurchased or rights convertible intoredeemed, any shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There are no preemptive rights or rights of first refusal or similar rights which are binding on the Company permitting any person to subscribe for or purchase from the Company 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 pursuant to any provision of law, the Company Company’s Certificate of Incorporation as in effect on the date hereof (the “Certificate of Incorporation”) or any of its subsidiaries the Company’s By-laws, as in effect on the date hereof (the “By-laws”) or options, warrants, scrip, rights to subscribe to, calls by agreement 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 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 1933 Act (except the Company Registration Rights Agreement)otherwise. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Stock or the Conversion Shares Securities as described in this AgreementAgreement and the Offering Memo. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, true True and correct copies of BSTI's filings with the U.S. Company’s Certificate of Incorporation and By-laws are available to the Subscriber upon request. (b) The Securities (including upon exercise of the Warrant, the Warrant Shares, and Exchange Commission (upon conversion of the "SEC DOCUMENTS"Note, the securities issuable therefor), have been (or, with respect to the Company's Certificate Warrant Shares and the securities issuable upon conversion of Incorporationthe Note, as amended will be) duly authorized and, when issued, delivered and as paid for in effect on the date hereof (the "CERTIFICATE OF INCORPORATION")manner set forth in this Agreement, the Company's ByNote and/or the Warrant, will be duly authorized, validly issued, fully paid and non-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 assessable. No stockholder of the holders thereof in respect theretoCompany has any right to request or require the Company to register the sale of any shares owned by such stockholder under the Act. No further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Securities to be sold by the Company as contemplated herein.

Capitalization. As of June 30, 1999, the The authorized capital stock of the Company consists and the shares thereof issued and outstanding as of 100,000,000 January 30, 2006, after giving effect to the shares of Common Stockcapital stock to be issued in the Exchange, of which as of the date hereof 30,000,000 shares were issued and outstanding, and no series of preferred stock or debentures or notes were issued and outstandingare set forth on SCHEDULE 2.1(c) hereto. All of such the outstanding shares of the Company's Common Stock and any other security of 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 Schedule 3(c)set forth on SCHEDULE 2.1(c) hereto, no shares of Common Stock or preferred stock 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 Schedule 3(c), as of the effective date of this Agreement, (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 and (iii) 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 1933 Act (except the Company Registration Rights Agreement). There are no issued prior to the Closing complied with all applicable federal and state securities or instruments containing anti-dilution or similar provisions that will be triggered by laws, and to the issuance best knowledge of the Common Stock Company, no holder of such securities has a right of rescission or the Conversion Shares as described in this Agreementhas 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 to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Purchasers true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and Incorporation as in effect on the date hereof (the "CERTIFICATE OF INCORPORATIONCERTIFICATE"), and the Company's By-laws, Bylaws 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 June 30Except as disclosed in the SEC Documents, 1999, no shares are reserved for issuance pursuant to the authorized capital Company's stock option plans. Sufficient shares are reserved for issuance upon conversion of the Company consists of 100,000,000 shares of Common Stock, of which Note (as of required by the date hereof 30,000,000 shares were issued Note and outstanding, and no series of preferred stock or debentures or notes were issued and outstandingtransfer agent share reserve letter). All of such outstanding shares have been of capital stock are, or upon issuance will be, duly authorized, validly issued and are issued, fully paid and nonassessablenon-assessable. Except as disclosed in Schedule 3(c), no No shares of Common Stock or preferred 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 Schedule 3(c)the SEC Documents, as of the effective date of 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 and (iii) 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 1933 Act and (except the Company 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 the issuance of the Common Stock Note or the Conversion Shares as described in this AgreementShares. The Company has furnished to or made available to Buyer, via the filed in its SEC Edga▇ ▇▇▇e, Documents true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and Incorporation as in effect on the date hereof (the "CERTIFICATE OF INCORPORATIONCertificate of Incorporation"), the Company's By-laws, as in effect on the date hereof (the "BYBy-LAWSlaws"), 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 June 30, 1999, the The Company is authorized capital stock of the Company consists of 100,000,000 shares to issue an unlimited number of Common Stock, Shares of which 38,950,262 Common Shares are outstanding as of at the date hereof 30,000,000 shares were hereof. The Company has not issued any Common Shares since July 28, 2010 other than pursuant to the exercise of stock options under the Company’s stock option plan and outstanding, and no series pursuant to the conversion or exercise of preferred stock or debentures or notes were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessableCommon Share Equivalents. Except as disclosed in Schedule 3(c)has been complied with or waived, no shares third party has any right of Common Stock or preferred stock are subject to preemptive rights first refusal, pre-emptive right, right of participation, or any similar right to participate in the transactions contemplated by this Agreement or the other similar rights or any liens or encumbrances suffered or permitted by the CompanyTransaction Documents. Except as disclosed set forth in Schedule 3(c)the Disclosure Schedule, as of the effective date of this Agreement, (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 subsidiaries, (ii) there are no outstanding debt securities Directors or others is required for the issuance and (iii) 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 1933 Act (except Notes, other than the Company 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 agreements with respect to the issuance Company’s share capital to which the Company is a party or, to the knowledge of the Common Stock Company, any agreement between or the Conversion Shares as described in this Agreement. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, true and correct copies among any of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate ’s shareholders relating to the voting securities of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATION"), 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 June 30, 1999, the The authorized capital stock of the Company consists of 100,000,000 five billion shares of Common Stock, of which 363,553,415 shares of Common Stock as of the date hereof 30,000,000 shares were April 16, 2013, are issued and outstanding, and 50,000,000 shares of authorized Preferred Stock, of which no series of preferred stock or debentures or notes were shares are issued and outstanding. outstanding All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c), no 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 on Schedule 3(c)4.3, as of the effective date of this Agreementhereof, (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; and (iiiiv) 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 1933 Securities Act (except pursuant to the Company 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 issuance consummation of the Common Stock transactions described herein or the Conversion Shares as described in this Agreementtherein. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Investor true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), 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 June 30, 1999, the The authorized capital stock of the Company consists of 100,000,000 500,000,000 shares of Common Stock, $0.0001 par value per share of which as approximately 244,194,973 shares of the date hereof 30,000,000 shares were issued and outstanding, and no series of preferred stock or debentures or notes were Common Stock are issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessablenon-assessable. Except as disclosed in Schedule 3(c)the SEC Documents, 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 Schedule 3(c)the SEC Documents and additionally executed convertible note(s) in April 2012, as of the effective date of this Agreementhereof, (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-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 1933 Securities Act (except pursuant to the Company 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 issuance consummation of the Common Stock transactions described herein or therein. This section shall not prevent the Conversion Shares as described in this AgreementCompany, after the date hereof, from obtaining other funding or other means of financing. The Company has furnished to or made available to Buyer, the Investor via the SEC Edga▇ SEC's live ▇▇▇e, ▇▇ filing service true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), 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 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 June 30, 1999, the authorized capital stock of the Company consists of 100,000,000 shares of Common Stock, of which as of the date hereof 30,000,000 shares were issued and outstanding, and no series of preferred stock or debentures or notes were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c), no 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 on Schedule 3(c)4.3, as of the effective date of this Agreementhereof, (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); and (iiiiv) 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 1933 Securities Act (except pursuant to the Company 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 issuance consummation of the Common Stock transactions described herein or the Conversion Shares as described in this Agreementtherein. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Investor true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), 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 June 30, 1999, the The authorized capital stock of the Company Company, other than the Conversion Shares (as defined in Section 10 below), consists of 100,000,000 10,000,000,000 shares of Common Stock, par value $0.001 per share, of which as of December 31, 2016, 575,000,000 shares are issued and outstanding as of the date hereof 30,000,000 shares were issued and outstandinghereof, and no series 10,000,000 shares of “blank check” preferred stock or debentures or notes were issued and outstanding. All of such outstanding which 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 Schedule 3(cthe Latest SEC Documents (as defined in Section 4(h)), no shares of Common Stock or preferred stock 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 Schedule 3(c)the SEC Documents, as of the effective date of 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 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 Company Registration Rights Agreement)Securities and Exchange Commission (the “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 Common Stock or the Conversion Shares Securities as described in this AgreementAgreement (except, to the extent, if any, that such rights are understood prior to Closing). The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATION"), the Company's By-laws, as in effect on the date hereof (the "BY-LAWS"), and the terms of reserved for issuance all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect theretoConversion Shares upon conversion of the Preferred Stock.

Capitalization. As of June 30Except as disclosed in the SEC Documents, 1999no shares are reserved for issuance pursuant to the Company’s stock option plans, the authorized capital stock and sufficient shares are reserved for issuance upon conversion of the Company consists of 100,000,000 shares of Common Stock, of which Note (as of required by the date hereof 30,000,000 shares were issued Note and outstanding, and no series of preferred stock or debentures or notes were issued and outstandingtransfer agent share reserve letter). All of such outstanding shares have been of capital stock are, or upon issuance will be, duly authorized, validly issued and are issued, fully paid and nonassessablenon-assessable. Except as disclosed in Schedule 3(c), no No shares of Common Stock or preferred 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 Schedule 3(c)the SEC Documents, as of the effective date of 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 and (iii) 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 1933 Act and (except the Company 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 the issuance of the Common Stock Note or the Conversion Shares as described in this AgreementShares. The Company has furnished to or made available to Buyer, via the filed in its SEC Edga▇ ▇▇▇e, Documents true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's ’s Certificate of Incorporation, as amended and Incorporation as in effect on the date hereof (the "CERTIFICATE OF INCORPORATION"“Certificate of Incorporation”), 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 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 June 30, 1999, the The authorized capital stock of the Company consists of 100,000,000 shares of Common Stockare as outlined in the SEC Documents dated June 30, of which as of the date hereof 30,000,000 shares were issued and outstanding, and no series of preferred stock or debentures or notes were issued and outstanding2004. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c)the SEC Documents, 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 Schedule 3(c)the SEC Documents, as of the effective date of this Agreementhereof, (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 (iiiiv) 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 1933 Securities Act (except pursuant to the Company 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 issuance consummation of the Common Stock transactions described herein or the Conversion Shares as described in this Agreementtherein. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Investor true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATIONCertificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "BYBy-LAWSlaws"), 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 June 30, 1999, the date hereof the authorized capital stock of the Company consists of 100,000,000 40,000,000 shares of Common Stock and no shares of Preferred Stock, of which as 12,965,003 shares of the date hereof 30,000,000 shares were issued and outstanding, and no series of preferred stock or debentures or notes were Common Stock are issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c), no 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 Schedule 3(c), as As of the effective date of 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 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 1933 Securities Act (except pursuant to the Company 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 the issuance of the Common Stock or the Conversion Shares Convertible Debentures as described in this Agreement. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Buyer true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate Articles of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATIONArticles 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 theretothereto other than stock options issued to employees and consultants.

Capitalization. As of June 30, 1999the date hereof, the authorized capital stock of the Company consists of 100,000,000 750,000,000 shares of Common Stock, par value $0.001 per share and no shares of Preferred Stock of which as 397,676,815 shares of the date hereof 30,000,000 shares were issued and outstanding, and no series of preferred stock or debentures or notes Common Stock were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c)the SEC Documents, 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 Schedule 3(c)the SEC Documents, as of the effective date of this Agreementhereof, (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 (iiiiv) 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 1933 Securities Act (except pursuant to the Company 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 issuance consummation of the Common Stock transactions described herein or the Conversion Shares as described in this Agreementtherein. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Investor true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATIONCertificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "BYBy-LAWSlaws"), 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 June September 30, 19992004, the authorized capital stock of the Company consists of 100,000,000 50,000,000 shares of Common Stock, par value $0.0001 per share, of which as 6,030,655 shares of the date hereof 30,000,000 shares were issued and outstanding, and no series of preferred stock or debentures or notes were Common Stock are issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c)the SEC Documents, 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 Schedule 3(c)the SEC Documents, as of the effective date of this Agreementhereof, (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 (iiiiv) 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 1933 Securities Act (except pursuant to the Company 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 issuance consummation of the Common Stock transactions described herein or the Conversion Shares as described in this Agreementtherein. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Investor true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATIONCertificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "BYBy-LAWSlaws"), 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 June 30, 1999the date hereof, the authorized capital stock of the Company consists of 100,000,000 110,000,000 shares of Common Stock, of which as of the date hereof 30,000,000 hereof, 41,599,652 shares were are issued and outstandingoutstanding 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, and no series or convertible into, shares of preferred stock or debentures or notes were issued and outstandingCommon Stock. 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 Schedule 3(c2.1(c), (i) no shares of Common Stock or preferred 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 Schedule 3(c), as of the effective date of this Agreement, (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 and (iiiiv) 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 ACT") (except the Company 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 the issuance or exercise of the Common Stock Note or the Conversion Shares Warrant as described in this Agreement. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Purchaser true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), 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 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 June 30, 1999, the authorized capital stock (a) The whole of the allotted and issued Company consists of 100,000,000 shares of Common Stock, of which Capital Stock as of the date hereof 30,000,000 consists of (i)64,244 shares were of Company Ordinary Shares and (ii) 17,898 shares of Seed Preferred Shares. The Sale Shares and the Seed Preferred Shares constitute the entire issued and outstandingto be issued share capital of the Company, are the whole of the allotted and no series issued shares of preferred stock or debentures or notes were issued Company Capital Stock and outstanding. All of such outstanding shares have been duly authorized and validly issued issued, and are fully paid up and nonassessableno sum is outstanding in respect of any Sale Share. Except Save for the Sale Shares and the Seed Preferred Shares, no Relevant Securities exist in respect of the Company (nor is there any agreement or arrangement for the creation, constitution, grant or issuance of any Relevant Securities in respect of the Company (other than the Sale Shares and the Seed Preferred Shares)). (b) Section 5.3(b) of the Disclosure Letter sets forth as disclosed in Schedule 3(c)of the date hereof a complete and accurate list of the holders of Company Capital Stock, showing the number of shares of such Capital Stock, and the class or series of such shares, held by each such shareholder and, with respect to shares other than Company Ordinary Shares, the number of shares of Company Ordinary Shares (if any) into which such shares are convertible. The Company holds no shares of Common Company Capital Stock in its treasury. All of the allotted and issued shares of Company Capital Stock have been offered, validly issued and sold by the Company in compliance and accordance with, and no transfer (or preferred stock purported transfer) of any shares of Company Capital Stock has been made at any time in breach of, all applicable securities Laws and the Company’s articles of association. To the Company’s knowledge, the shares of Company Capital Stock owned as of the date hereof by each record holder listed on Section 5.3(b) of the Disclosure Letter are owned free and clear of all Liens except for restrictions on transfer under customary shareholder agreements between the holder thereof and the Company and under applicable securities Laws. (c) Section 5.3(c) of the Disclosure Letter sets forth as of the date hereof a complete and accurate list of all holders of outstanding Company Share Options, indicating, with respect to each Company Share Option, the Company Share Plan under which it was granted, the number of shares of Company Ordinary Shares subject to preemptive rights or such Company Share Option, the exercise price, the date of grant, and the vesting schedule (including any other similar rights or any liens or encumbrances suffered or permitted by acceleration provisions with respect thereto). Section 5.3(c) of the Company. Except as disclosed in Schedule 3(c)Disclosure Letter sets forth, as of the effective date hereof, a complete and accurate list of all Company Share Plans, indicating for each Company Share Plan the number of shares of Company Ordinary Shares issued thereunder, the number of shares of Company Ordinary Shares subject to outstanding options thereunder and the number of shares of Company Ordinary Shares reserved for future issuance thereunder. Except as set forth on Section 5.3(c) of the Disclosure Letter, there is no allotted or issued Company Share Option that has not been granted under a Company Share Plan. No Company Share Option is exercisable for any class or series of Company Capital Stock other than Company Ordinary Shares. Each Company Share Option (i) was granted in compliance with all applicable Laws and all terms and conditions of the applicable Company Share Plan and (ii) has an exercise price per share of Company Ordinary Share equal to or greater than the fair market value of a share of Company Ordinary Share on the date of such grant. (d) Except as set forth in this AgreementSection 5.3 or in Section 5.3(d) of the Disclosure Letter, (i) there are no outstanding allotted or issued options, warrants, scriprights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, rights orally or in writing, to subscribe to, calls purchase or commitments of any character whatsoever relating to, or securities or rights convertible into, acquire from the Company any shares of Company Capital Stock, or any securities convertible into or exchangeable for shares of Company Capital Stock, (ii) the Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any shares of Capital Stock, or other equity or voting interest in, the Company or any other Person or to pay any dividend or to make any other distribution in respect of its Capital Stock, (iii) the Company has not at any time purchased, redeemed or repaid any of the Company Capital Stock or otherwise agreed to reduce any class of its issued share capital or carried out any transaction having the effect of a reduction of capital, and (iv) there are no allotted, issued or authorized stock appreciation rights, phantom stock awards or other rights that are linked in any way to the price of the Company Capital Stock or the value 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 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 1933 Act (except the Company Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Stock or the Conversion Shares as described in this Agreement. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATION"), 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 theretopart thereof.

Capitalization. As The authorized and issued capital of June 30, 1999, the authorized capital stock of the Company CanniMed consists of 100,000,000 an unlimited number of common shares of Common Stock, of which as of the date hereof 30,000,000 shares were issued and outstanding, and no series of preferred stock or debentures or notes 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 Schedule 3(c)the CanniMed Public Disclosure Record, 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 Schedule 3(c), as of the effective date of this Agreement, (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 and (iii) 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 1933 Act (except the Company Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Stock or the Conversion Shares as described in this Agreement. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATION"), 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 of June 30, 1999, the The authorized capital stock of the Company consists of 100,000,000 shares of Common Stock, par value $0.0001, and 20,000,000 shares of Preferred Stock, par value $.0001 ("Preferred Stock") of which as 34,631,211 shares of the date hereof 30,000,000 Common Stock and zero shares were issued and outstanding, and no series of preferred stock or debentures or notes were Preferred Stock are issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c), no 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 Schedule 3(c), as As of the effective date of 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 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 1933 Securities Act (except pursuant to the Company 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 the issuance of the Common Stock or the Conversion Shares Convertible Debentures as described in this Agreement. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Buyer true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate Articles of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATIONArticles of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "BYBy-LAWSlaws"), 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 June 30, 1999the date hereof, the authorized capital stock of the Company consists of 100,000,000 5,000,000,000 shares of Common Stock, par value $0.001 per share and no shares of Preferred Stock of which as 55,943,751 shares of the date hereof 30,000,000 shares were issued and outstanding, and no series of preferred stock or debentures or notes Common Stock were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c)the SEC Documents, 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 Schedule 3(c)the SEC Documents, as of the effective date of this Agreementhereof, (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 (iiiiv) 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 1933 Securities Act (except pursuant to the Company 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 issuance consummation of the Common Stock transactions described herein or the Conversion Shares as described in this Agreementtherein. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Investor true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATIONCertificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "BYBy-LAWSlaws"), 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 June 30, 1999, the The authorized capital stock of the Company on the date hereof, consists of 100,000,000 250,000,000 shares of Common Stock, 121,082,543 shares of which as are issued and outstanding, 825,000 shares of the date hereof 30,000,000 Series A convertible preferred stock, 21,645 shares were of which are issued and outstanding, 825,000 shares of series B convertible preferred stock, no shares of which are issued and outstanding, 625,000 shares of Series C convertible preferred stock, 614,177 are issued and outstanding and 100,000 shares of series D junior participating preferred stock, no shares of which are issued and outstanding, and no series of preferred stock or debentures or notes were other capital stock. All issued and outstanding. All of such outstanding shares of the Company’s Common Stock (a) have been duly authorized and validly issued issued, and (b) are fully paid and nonassessablenon-assessable. The rights, preferences, privileges and restrictions of the Common Stock are as stated in the Certificate of Incorporation currently on file with the Delaware Secretary of State and the Registration Rights Agreement. Except as disclosed set forth in Schedule 3(c), no shares of Common Stock the periodic reports that the Company has filed on or preferred stock are subject prior to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted the date hereof with the U.S. Securities and Exchange Commission (the “SEC”) (including the exhibits incorporated by reference) in accordance with its obligations under the Company. Except as disclosed in Schedule 3(cExchange Act and the rules and regulations promulgated thereunder (the “SEC Reports”), as of the effective date of this Agreementhereof, (i) there are no outstanding other capital stock, options, units, warrants, scrip, rights to subscribe topurchase (including any preemptive rights, calls or commitments of any character whatsoever relating to, whatsoever) or otherwise acquire or securities that are exercisable, exchangeable or rights convertible into any shares of Common Stock or other ownership interests in the Company are authorized, issued, reserved for issuance or outstanding (other than herein and pursuant to the Warrant Purchase Agreement). Except as set forth in the SEC Reports, the Company has no authorized or outstanding bonds, debentures, notes or other indebtedness the holders of which have the right to vote (or which are convertible into, exchangeable for, or evidence the right to subscribe for or acquire securities having the right to vote) with the holders of capital stock of the Company on any matter. Except as set forth in the SEC Reports, there are no contracts to which the Company is party or by which it is bound to (x) repurchase, redeem or otherwise acquire any shares of capital stock of the Company or (y) vote or dispose of 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 Company. There are no irrevocable proxies and no voting agreements 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 set forth in the SEC Reports, (ii) there are no outstanding debt securities and (iii) there are no agreements or arrangements under which other than the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except the Company Registration Rights Agreement, the Company has no agreement, arrangement or understandings to register any securities of the Company under the Securities Act or under any state securities law and has not granted registration rights to any person (other than agreements, arrangements or understandings with respect to registration rights that are no longer in effect as of the date of this Agreement). There are no securities or instruments containing anti-dilution or similar provisions that Immediately following the Closing, and notwithstanding anything contained herein to the contrary, the shares of Common Stock issued pursuant to this Agreement will be triggered by the issuance represent 4.99% of the issued and outstanding Common Stock or the Conversion Shares as described in this Agreement. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATION"), 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 theretoCompany on a non-diluted basis.

Capitalization. As of June 30, 1999the date hereof, the authorized capital stock of the Company consists of 100,000,000 500,000,000 shares of Common Stock, par value $0.001 per share and 50,000,000 shares of Preferred Stock of which as 63,951,360 shares of the date hereof 30,000,000 Common Stock and 0 shares were issued and outstanding, and no series of preferred stock or debentures or notes 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 Schedule 3(c)the SEC Documents and preemptive rights granted in the HoMedics Transaction Documents, 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 Schedule 3(c)the SEC Documents, the HoMedics Transaction Documents, and pursuant to any restructuring of the HoMedics Transaction Documents, as of the effective date of this Agreementhereof, (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 (iiiiv) 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 1933 Securities Act (except pursuant to the Company 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 issuance 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 or and following a potential restructuring of the Conversion Shares as described in this AgreementHoMedics transaction Documents, HoMedics could be granted additional warrants to purchase shares of Common Stock. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Investor true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATIONCertificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "BYBy-LAWSlaws"), 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 June 30, 1999the date hereof, the authorized capital stock of the Company consists of 100,000,000 of: (i) 14,991,000,000 shares of Common Stock, of which as of the date hereof 30,000,000 approximately 12,189,293,609 shares were are issued and outstanding, ; and no series (ii) 5,000,000 shares of preferred stock or debentures or notes were stock, of which 13 are issued and outstanding. Except as disclosed in the SEC Documents, no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities (other than the Note and any other convertible promissory note issued to the Buyer) exercisable for, or convertible into or exchangeable for shares of Common Stock. All of such outstanding shares have been of capital stock are, or upon issuance will be, duly authorized, validly issued and are issued, fully paid and nonassessablenon-assessable. Except as disclosed in Schedule 3(c), no No shares of Common Stock or preferred 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 Schedule 3(c)the SEC Documents, as of the effective date of 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 and (iii) 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 1933 Act and (except the Company 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 the issuance of the Common Stock Note or the Conversion Shares as described in this Agreement. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATION"), 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 theretoShares.

Capitalization. As of June 30, 1999, the (i) The authorized share capital stock of the Company consists of 100,000,000 shares of Common Stock200,000,000 Shares, of which which, as of the date hereof 30,000,000 shares were of 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, and no series of preferred stock or debentures or notes were as defined below). All issued and outstanding. All outstanding Shares of such outstanding shares have been the Company are validly issued and are issued, fully paid and nonassessable. Except as disclosed in Schedule 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 Schedule 3(c), as As of the effective date of 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 and (iii) there are no agreements or arrangements under which the Company in, any subsidiary or any of its subsidiaries is obligated to register the sale of any of their securities under the 1933 Act other Person. As used herein, “Person” means an individual, corporation, partnership, limited partnership, limited liability company, syndicate, person (except the Company Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance including, without limitation, a “person” as defined in Section 13(d)(3) of the Common Stock or the Conversion Shares as described in this Agreement. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate Act of Incorporation1934, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATION"“Exchange Act”)), the Company's By-lawstrust, as in effect on the date hereof (the "BY-LAWS")association or entity or government, and the terms 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 June 30, 1999, the The authorized capital stock of the Company consists of 100,000,000 75,000,000 shares of Common Stock, of which as 44,565,824 shares of the date hereof 30,000,000 shares were Common Stock are issued and outstanding, and no series shares of preferred stock or debentures or notes were issued and outstandingstock. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c), no 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 Schedule 3(c), as As of the effective date of 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 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 1933 Securities Act (except pursuant to the Company 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 the issuance of the Common Stock or the Conversion Shares Convertible Debentures as described in this Agreement. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Buyer true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), 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 Schedule 4.4 accurately and completely sets forth the capital structure of June 30, 1999, the authorized Company by listing thereon the 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 100,000,000 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 Stock, of which as capital stock of the date hereof 30,000,000 shares were Company, and all of the issued and outstanding, and no series of preferred stock or debentures or notes were issued and outstanding. All of such outstanding shares have been of capital stock of 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 set forth on Schedule 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 Schedule 3(c), as of the effective date of this Agreement4.4, (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 and 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 agreements or arrangements under which outstanding Contracts of the Company and the Company Stockholders or any other Person to purchase, redeem or otherwise acquire any outstanding shares of its subsidiaries is obligated to register the sale capital stock of the Company, or securities or obligations of any kind convertible into any shares of their securities under the 1933 Act capital stock of the Company, and (except iv) there are no dividends which have accrued or been declared but are currently unpaid on the capital stock of the Company. No Person (other than the Company Registration Rights Agreement). There are no securities Stockholders) has made, asserted or instruments containing anti-dilution threatened (orally or similar provisions in writing) to make or assert any claim that will be triggered by the issuance of the Common Stock such Person owns or the Conversion Shares as described has any rights in this Agreement. The Company has furnished or to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), any equity interest in the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATION"), 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 June 30, 1999, the authorized The outstanding capital stock of the Company consists as of 100,000,000 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, of which as capital stock of the date hereof 30,000,000 shares were issued and outstanding, and no series of preferred stock or debentures or notes were issued and outstanding. All of such outstanding shares Company have been duly and validly issued and are fully paid and nonassessable. Except as disclosed , have been issued in Schedule 3(c)compliance with the registration requirements of federal and state securities laws, no shares and were not issued in violation of Common Stock or preferred 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 Schedule 3(c), as The Company owns all of the effective date outstanding capital stock of this Agreementeach 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 and (iii) 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 1933 Act (except the Company 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 the issuance of agreements with respect to the Common Stock or to which the Conversion Shares as described in this Agreement. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATION"), 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 theretois a party.

Capitalization. As of June 30, 1999, the The authorized capital stock of the Company consists of 100,000,000 750,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”). As of immediately before the Closing, the Company has 35,229,363 shares of which as of the date hereof 30,000,000 shares were issued and outstanding, Common Stock and no series shares of preferred stock or debentures or notes were Preferred Stock 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 Schedule 3(c), no No shares of Common Stock capital stock of the Company or preferred stock 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 Schedule 3(c), as of the effective date of this Agreement, (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 and (iii) 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 1933 Act Securities Act. There are no registration statements that have been filed with the Securities and Exchange Commission (except the Company Registration Rights Agreement)“SEC”) but are not yet effective relating to securities of the 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 Common Stock or the Conversion Shares as described in this Agreement. The Company has furnished No co-sale right, right of first refusal or other similar right exists with respect to the Shares or made available to Buyer, via the SEC Edga▇ ▇▇▇e, true issuance and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATION"), 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 June 30, 1999the date hereof, the authorized capital stock of the Company consists of 100,000,000 125,000,000 shares of Common Stock, par value $0.01 per share and 100,000 shares of Preferred Stock of which as 57,907,558 shares of the date hereof 30,000,000 shares were issued and outstanding, Common Stock and no series shares of preferred stock or debentures or notes 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 Schedule 3(c)the SEC Documents, 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 Schedule 3(c)the SEC Documents or the Disclosure Schedules, as of the effective date of this Agreementhereof, (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 (iiiiv) 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 1933 Securities Act (except pursuant to the Company 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 issuance consummation of the Common Stock transactions described herein or the Conversion Shares as described in this Agreementtherein. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Investor true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), 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 The number of June 30shares and type of all authorized, 1999issued and outstanding capital stock, options and other securities of the authorized 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 of such SEC Reports only to reflect stock, stock option and warrant issuances or exercises that do not, individually or in the 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 100,000,000 shares of Common Stockare duly authorized, of which as of the date hereof 30,000,000 shares were validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all applicable federal and outstandingstate securities laws, and no series of preferred stock or debentures or notes were issued 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 Schedule 3(c), the SEC Reports or as contemplated by the Transaction Documents: (i) no shares of Common Stock or preferred 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 set forth on Schedule 3(c4(g), as of the effective date of 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, 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 and 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 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 1933 Securities Act (except the Company 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 the issuance of the Common Stock Shares; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Conversion Shares as described in this Agreement. The Company has furnished no liabilities or obligations required to or made available to Buyer, via be disclosed in the SEC Edga▇ ▇▇▇eReports (as defined herein) but not so disclosed in the SEC Reports, true and correct copies other than those incurred in the ordinary course of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and as businesses or set forth in effect on the date hereof (the "CERTIFICATE OF INCORPORATION"Schedule 4(j), 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 June 30, 1999, the The authorized capital stock of the Company consists of 100,000,000 300,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock, $0.001 par value per share (“Preferred Stock”), of which as 195,558,923 shares of the date hereof 30,000,000 shares were issued and outstanding, Common Stock and no series shares of preferred stock or debentures or notes were Preferred Stock are issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c)the SEC Documents, 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 Schedule 3(c)the SEC Documents, as of the effective date of this Agreementhereof, (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 (iiiiv) 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 1933 Securities Act (except pursuant to the Company 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 issuance consummation of the Common Stock transactions described herein or the Conversion Shares as described in this Agreementtherein. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Investor true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), 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 June 30, 1999(a) On the date hereof, the authorized capital stock of the Company consists of 100,000,000 50,000,000 shares of its Common Stock and 2,000,000 shares of Preferred Stock. As of March 17, 2004, the issued and outstanding shares of capital stock of the Company consisted of 19,892,646 shares of Common Stock, of which as of the date hereof 30,000,000 shares were issued and outstanding, Stock and no series shares of preferred stock or debentures or notes were issued and outstanding. Preferred 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. Except 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 Schedule 3(c)the Filed Company SEC Reports, there will be no shares of Common Stock or preferred stock are subject to preemptive rights or any other similar rights equity security of the Company issuable upon conversion, exchange or exercise of any liens security of the Company or encumbrances suffered its Subsidiary, nor will there be any rights, options, calls or permitted by warrants outstanding or other agreements to acquire shares of Common Stock nor will the CompanyCompany or its Subsidiary be contractually obligated to purchase, redeem or otherwise acquire any of its outstanding shares. Except as disclosed in Schedule 3(c)the Filed Company SEC Reports, as no stockholder of the effective date of this Agreement, (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 and (iii) there are no agreements or arrangements under which other than in accordance with the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except the Company Registration Rights Agreement)DGCL. There are no securities stockholder, voting or instruments containing anti-dilution or similar provisions that will be triggered by other agreements relating to the issuance rights and obligations of the Common Stock or the Conversion Shares as described in this Agreement. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporationstockholders, except as amended and as provided in effect on the date hereof (Merck Agreement or the "CERTIFICATE OF INCORPORATION"), 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 June 30, 1999, the The authorized capital stock of the Company consists of 100,000,000 300,000,000 shares of Common Stock, Stock and 10,000,000 shares of which as preferred stock. Immediately before giving effect to the Merger and the initial Closing of the date hereof 30,000,000 Offering, the Company has 1,000,000 shares were issued and outstanding, of Common Stock and no series of preferred stock or debentures or notes were 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 3(c), 4c. After giving effect to the Merger: (i) no shares of Common Stock capital stock of the Company or preferred stock are 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 set forth on Schedule 3(c), as of the effective date of this Agreement, (i4c(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 and other than indebtedness as set forth in Schedule 4c(iii); (iiiiv) 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 1933 Act Securities 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 the Company 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 Common Stock or the Conversion Shares as described in this Agreement; and (vii) no co-sale right, right of first refusal or other similar right will exist with respect to the Shares or the issuance and sale thereof. The Upon request, the Company has furnished to or made will make available to Buyer, via the SEC Edga▇ ▇▇▇e, Purchaser true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's ’s Certificate of Incorporation, as amended and as in effect on as of the date hereof (the "CERTIFICATE OF INCORPORATION"“Certificate of Incorporation”), and the Company's ’s By-laws, as in effect on as of 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 officers, directors, employees and consultants.

Capitalization. As of June 30, 1999the date hereof, the authorized capital stock of the Company consists of 100,000,000 shares of Common Stock, par value $0.001 per share and 25,000,000 shares of which as Preferred Stock. As of the date hereof 30,000,000 July 22, 2004, there were 14,555,446 shares were of Common Stock, and no shares of Preferred Stock issued and outstanding, and no series of preferred stock or debentures or notes were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c)the SEC Documents, 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 Schedule 3(c)the SEC Documents 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 effective date of this Agreementhereof, (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, except for a Form S-2/A filed with the SEC on April 7, 2004, which was subsequently withdrawn, and (iiiiv) 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 1933 Securities Act (except pursuant to the Company 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 issuance consummation of the Common Stock transactions described herein or the Conversion Shares as described in this Agreementtherein. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Investor true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate Articles of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATIONArticles of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "BYBy-LAWSlaws"), 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 June 30, 1999the date hereof, the authorized capital stock of the Company consists of 100,000,000 300,000,000 shares of Common Stock, of which as of the date hereof 30,000,000 shares were issued and outstandingno par value per share, and no series shares of preferred stock or debentures or notes Preferred Stock, of which 46,710,821 shares of Common Stock were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c)the SEC Documents, 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 Schedule 3(c)the SEC Documents, as of the effective date of this Agreementhereof, (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 (iiiiv) 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 1933 Securities Act (except pursuant to the Company 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 issuance consummation of the Common Stock transactions described herein or the Conversion Shares as described in this Agreementtherein. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Investor true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATIONCertificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "BYBy-LAWSlaws"), 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 June 30, 1999the date hereof, the authorized capital stock of the Company consists of 100,000,000 180,000,000 shares of Common Stock and 20,000,000 shares of Preferred Stock, $0.01 par value per share ("Preferred Stock"), of which as 60,000,000 shares of the date hereof 30,000,000 Common Stock and zero shares were issued and outstanding, and no series of preferred stock or debentures or notes 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 Schedule 3(c)the SEC Documents, 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 Schedule 3(c)the SEC Documents, as of the effective date of this Agreementhereof, (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 (iiiiv) 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 1933 Securities Act (except pursuant to the Company 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 issuance consummation of the Common Stock transactions described herein or the Conversion Shares as described in this Agreementtherein. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Investor true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATIONCertificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "BYBy-LAWSlaws"), 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 June 30, 1999the date hereof, the authorized capital stock of the Company consists of 100,000,000 shares of Common Stock, par value $0.001 per share and no shares of Preferred Stock of which as 94,036,561 shares of the date hereof 30,000,000 shares were issued and outstanding, and no series of preferred stock or debentures or notes Common Stock were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c)the SEC Documents, 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 Schedule 3(c)the SEC Documents, as of the effective date of this Agreementhereof, (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 (iiiiv) 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 1933 Securities Act (except pursuant to the Company 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 issuance consummation of the Common Stock transactions described herein or the Conversion Shares as described in this Agreementtherein. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Investor true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATIONCertificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "BYBy-LAWSlaws"), 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 June 30, 1999the date hereof, the authorized capital stock of the Company consists of 100,000,000 500,000,000 shares of Common Stock, par value $0.0001 per share and 100,000,000 shares of Preferred Stock of which as 294,066,663 shares of the date hereof 30,000,000 shares were issued and outstanding, Common Stock and no series shares of preferred stock or debentures or notes 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 Schedule 3(c)the SEC Documents, 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 Schedule 3(c)the SEC Documents, as of the effective date of this Agreementhereof, (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 (iiiiv) 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 1933 Securities Act (except pursuant to the Company 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 issuance consummation of the Common Stock transactions described herein or the Conversion Shares as described in this Agreementtherein. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Investor true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATIONCertificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "BYBy-LAWSlaws"), 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 June 30, 1999, the The authorized capital stock of the Company consists of 100,000,000 500,000,000 shares of Common StockStock $0.001 par value per share a, of which 96,429,359 shares of Common Stock are issued and outstanding, as of the date hereof 30,000,000 shares were issued and outstanding, and no series of preferred stock or debentures or notes were issued and outstandinghereof. All of such outstanding shares have been validly issued and are fully paid and nonassessablenon-assessable. Except as disclosed in Schedule 3(c)the SEC Documents, 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 Schedule 3(c)the SEC Documents, as of the effective date of this Agreementhereof, (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 (iiiiv) 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 1933 Securities Act (except the Company Registration Rights pursuant to 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 issuance consummation of the Common Stock transactions described herein or the Conversion Shares as described in this Agreementtherein. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Investor true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), 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 thereto.

Capitalization. As of June 30, 1999, the The authorized capital stock of the Company consists of 100,000,000 48,000,000 shares of Common Stock and 2,000,000 shares of Preferred Stock, par value $0.001 (“Preferred Stock”) of which as 15,310,054 shares of the date hereof 30,000,000 Common Stock and zero shares were issued and outstanding, and no series of preferred stock or debentures or notes were Preferred Stock are issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c), no 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 Schedule 3(c), as As of the effective date of 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 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 1933 Securities Act (except pursuant to the Company 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 the issuance of the Common Stock or the Conversion Shares Convertible Debentures as described in this Agreement. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Buyer true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), 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 June 30the date of this Agreement and as of the Closing Date, 1999, (i) the authorized capital stock Capital Stock of the Company North Texas consists of 100,000,000 (A) 10,000,000 shares of Common Stockcommon stock, of which as of the date hereof 30,000,000 1,000 shares were are issued and outstanding, and no series (B) 1,000,000 shares of preferred stock or debentures or notes were 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 set forth on Schedule 3(c2(A)(b), no shares of Common the Capital Stock or preferred 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 Schedule 3(c), as of the effective date of this Agreement, 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 and (iiiC) 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 1933 Act Act; (except the Company 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 the issuance which North Texas is or may become bound to redeem a security of the Common North Texas, and there are no other stockholder agreements or similar agreements to which North Texas or any holder of North Texas’ Capital Stock is a party; (E) North Texas does not have any stock appreciation rights or the Conversion Shares as described “phantom stock” plans or agreements or any similar plan or agreement; and (F) no officer or director or beneficial owner of any of North Texas’ outstanding Capital Stock has pledged such Capital Stock in this Agreementconnection with a margin account or other loan secured by such Capital Stock. The Company Buyer has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Company true and correct copies of BSTI's filings with the U.S. Securities North Texas’ Articles of Incorporation and Exchange Commission (the "SEC DOCUMENTS")Bylaws, the Company's Certificate of Incorporation, in each case as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATION"), 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 of June 30, 1999, the The authorized share capital stock of the Company consists of 100,000,000 shares an unlimited number of Common StockClass A Shares, an unlimited number of which as 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 date hereof 30,000,000 number of Class A Shares, Class B Shares and Ordinary Shares set out in the Company Disclosure Letter and no other shares were issued and outstanding, and no series of preferred stock or debentures or notes were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 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 Schedule 3(c)The Company Disclosure Letter sets forth, as of February 19, 2008, the effective date number of this Agreementoutstanding 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 and (iii) 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 1933 Act (except the Company Registration Rights Agreement)ACN. There are no outstanding contractual or other obligations of the Company, any subsidiary or ACN to repurchase, redeem or otherwise acquire any of its securities or instruments containing anti-dilution with respect to the voting or similar provisions that will be triggered by disposition of any outstanding securities of a subsidiary or ACN, except with respect to the issuance of the Common Stock or the Conversion Ordinary Shares as described provided for in this Agreement. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and as in effect on ’s articles and/or the date hereof (the "CERTIFICATE OF INCORPORATION"), 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 theretoShareholders’ Agreement.

Capitalization. As The equity capitalization of June 30the Company as of February 15, 19992006 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 100,000,000 shares of Common Stock, of which as of the date hereof 30,000,000 shares were issued and outstanding, and no series of preferred stock or debentures or notes 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 set forth on Schedule 3(c)4.4 hereof, 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 Schedule 3(c), as of the effective date of this Agreement, (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 and (iii) 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 1933 Act (except the Company Registration Rights Agreement)other than as set forth on 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 the issuance of agreements with respect to the Common Stock to which the Company is a party or, to the knowledge of the Company between or the Conversion Shares as described in this Agreement. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, true and correct copies among any of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATION"), 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 June 30, 1999the date hereof, the authorized capital stock of the Company consists of 100,000,000 _________ shares of Common Stock, par value $0.001 per share and _________ shares of Preferred Stock of which as ________ shares of the date hereof 30,000,000 Common Stock and _________ shares were issued and outstanding, and no series of preferred stock or debentures or notes 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 Schedule 3(c)the SEC Documents, 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 Schedule 3(c)the SEC Documents, as of the effective date of this Agreementhereof, (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 (iiiiv) 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 1933 Securities Act (except pursuant to the Company 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 issuance consummation of the Common Stock transactions described herein or the Conversion Shares as described in this Agreementtherein. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Investor true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATIONCertificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "BYBy-LAWSlaws"), 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 June 30, 1999, the The authorized capital stock of the Company consists of 100,000,000 shares 750,000,000 Shares of Common Stock, par value $0.001 per share, of which 42,487,651 shares are issued and outstanding as of the date hereof 30,000,000 shares were issued and outstanding, and no series of preferred stock or debentures or notes were issued and outstandingthis Agreement. All outstanding Shares of such outstanding shares have been Common Stock (the, “Capital Stock”) are duly authorized, validly issued and are issued, fully paid and nonassessable. Except as disclosed nonassessable and were issued in Schedule 3(c)compliance 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 or preferred 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 Schedule 3(c)the Company’s SEC reports, as Seller are not aware of the effective date of this Agreement, (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 and (iii) 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 1933 Securities Act of 1933; (D) except as reported in the Company 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 which the issuance Company is or may become bound to redeem a security of the Company, 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 knowledge, no officer or director of the Company or beneficial owner of any outstanding shares of Common Stock 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 record or beneficial holders of Common Stock affecting the nomination or election of directors or the Conversion Shares as described in this Agreement. The Company has furnished to or made available to Buyer, via exercise of the SEC Edga▇ ▇▇▇e, true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATION"), 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 voting rights of the holders thereof in respect theretoCompany Stock.

Capitalization. As of June 30, 1999, the The authorized capital stock of the Company consists of 100,000,000 5,000,000 shares of Common Stock and 2,000,000 shares of Preferred Stock, no par value per share (“Preferred Stock”), of which as 2,150,216 shares of the date hereof 30,000,000 shares were issued and outstanding, Common Stock and no series shares of preferred stock or debentures or notes were Preferred Stock are issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c)the SEC Documents, 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 Schedule 3(c)the SEC Documents, as of the effective date of this Agreementhereof, (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 (iiiiv) 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 1933 Securities Act (except pursuant to the Company 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 issuance consummation of the Common Stock transactions described herein or the Conversion Shares as described in this Agreementtherein. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Investor true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), 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 June 30, 1999, the The authorized capital stock of the Company consists of 100,000,000 1,000,000,000 shares of Common Stock, par value $0.001 per share, and 10,000,000 shares of Preferred Stock, par value $0.001 ("Preferred Stock") of which as 260,273,921 shares of the date hereof 30,000,000 Common Stock and zero shares were issued and outstanding, and no series of preferred stock or debentures or notes were Preferred Stock are issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c), no 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 Schedule 3(c), as As of the effective date of 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 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 1933 Securities Act (except pursuant to the Company 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 the issuance of the Common Stock or the Conversion Shares Convertible Debentures as described in this Agreement. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Buyer true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate Articles of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATIONArticles of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "BYBy-LAWSlaws"), 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 The authorized, issued and outstanding shares of June 30, 1999, the authorized capital stock of each of Standard and the Company consists of 100,000,000 shares of Common Stock, of which Standard Subsidiaries as of the date hereof 30,000,000 shares were issued and outstanding, and no series is correctly set forth on Schedule 3.3. The number of preferred stock or debentures or notes were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed of Standard Common Stock identified in Schedule 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 Schedule 3(c), as of the effective date of this Agreement, 3.3 includes (i) there are no 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), and (ii) all allocated and unallocated shares of Standard Common Stock held by the ESOP (as defined in Section 5.12 below). The 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 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 subsidiaries, capital stock or contracts, commitments, understandings securities or arrangements by which the Company obligations of any kind convertible into or exchangeable for any shares of its subsidiaries is or may become bound to issue additional shares of capital stock or of the Company or 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 and (iii) there are no agreements or arrangements under which the Company earnings or other attributes of Standard or any of its subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except the Company Registration Rights Agreement)Standard Subsidiaries. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Stock or the Conversion Shares as described in this Agreement. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Schedule 3.3 contains true and correct copies of BSTI's filings with 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 U.S. Securities and Exchange Commission right to vote (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATION"), 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 June 30, 1999, the The authorized capital stock of the Company consists of 100,000,000 250,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock, $0.0001 par value per share (“Preferred Stock”), of which as 43,115,181 shares of the date hereof 30,000,000 Common Stock and zero shares were issued and outstanding, and no series of preferred stock or debentures or notes were Preferred Stock are issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c)the SEC Documents, 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 Schedule 3(c)the SEC Documents, as of the effective date of this Agreementhereof, (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 (iiiiv) 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 1933 Securities Act (except pursuant to the Company 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 issuance consummation of the Common Stock transactions described herein or the Conversion Shares as described in this Agreementtherein. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Investor true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), 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 (a) The authorized, issued and outstanding membership or percentage interests of June 30the Company consist of membership interests, 1999of 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 100,000,000 shares of Common Stock, of which as of the date hereof 30,000,000 shares were issued and outstanding, and no series of preferred stock or debentures or notes 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 3(c2.3(d), 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 Schedule 3(c), as Company owns all of the effective date outstanding capital stock of this Agreementthe 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 and (iii) 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 1933 Act (except the Company Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Stock or the Conversion Shares as described in this Agreement. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATION"), 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 of June 30, 1999the date hereof, the authorized capital stock of the Company consists of 100,000,000 shares of Common Stock, par value $0.001 per share and 10,000,000 shares of Preferred Stock of which as 26,429,802 shares of the date hereof 30,000,000 shares were issued and outstanding, Common Stock and no series shares of preferred stock or debentures or notes 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 Schedule 3(c)the SEC Documents, 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 Schedule 3(c)the SEC Documents, as of the effective date of this Agreementhereof, (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 (iiiiv) 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 1933 Securities Act (except pursuant to the Company 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 issuance consummation of the Common Stock transactions described herein or the Conversion Shares as described in this Agreementtherein. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Investor true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), 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 June 30, 1999, the The authorized capital stock of the Company consists of 100,000,000 an unlimited number of authorized shares of Common Stock, no par value, of which as approximately 180,000,000 shares of the date hereof 30,000,000 shares were issued and outstanding, and no series of preferred stock or debentures or notes were Common Stock are issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c)the SEC Documents, 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 Schedule 3(c)the SEC Documents, as of the effective date of this Agreementhereof, (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 (iiiiv) 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 1933 Securities Act (except pursuant to the Company 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 issuance consummation of the Common Stock transactions described herein or the Conversion Shares as described in this Agreementtherein. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Investor true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), 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 June 30, 1999the date hereof, the authorized capital stock of the Company consists of 100,000,000 Company, and shares of Common Stock, of which as of the date hereof 30,000,000 shares were issued and outstanding, is as set forth in the Company’s most recent periodic report filed with the SEC. Except as disclosed in the SEC Documents, no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities (other than the Note) exercisable for, or convertible into or exchangeable for shares of Common Stock and no series 1,269,231 shares are reserved for issuance upon conversion of preferred stock or debentures or notes were issued and outstandingthe Note. All of such outstanding shares have been of capital stock are, or upon issuance will be, duly authorized, validly issued and are issued, fully paid and nonassessablenon-assessable. Except as disclosed in Schedule 3(c), no No shares of Common Stock or preferred 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 Schedule 3(c)the SEC Documents, as of the effective date of 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 and (iii) 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 1933 Act and (except the Company 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 the issuance of the Common Stock Note, Returnable Shares, or the Conversion Shares as described in this AgreementShares. The Company has furnished to or made available to Buyer, via the filed in its SEC Edga▇ ▇▇▇e, Documents true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's ’s Certificate of Incorporation, as amended and Incorporation as in effect on the date hereof (the "CERTIFICATE OF INCORPORATION"“Certificate of Incorporation”), 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 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 Schedule 4.3 sets forth as of June 30, 1999, the date hereof (a) the authorized capital stock of the Company consists Company; (b) the number of 100,000,000 shares of Common Stock, of which as of the date hereof 30,000,000 shares were capital stock issued and outstanding, and no series ; (c) the number of preferred stock or debentures or notes were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c), no shares of Common Stock or preferred capital stock are subject 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 Schedule 3(c), as ’s equity incentive plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the effective date of this Agreement, (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 and (iii) there are no or other 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 of any kind. Except as described on Schedule 4.3 and except for the New Registration Rights Agreement, 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 (except Act, whether on a demand basis or in connection with the registration of securities of the Company Registration Rights Agreement)for its own account or for the account of any other Person. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Conversion Shares Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described in this Agreement. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS")on Schedule 4.3, the Company's Certificate of Incorporation, as amended and as Company does not have outstanding shareholder 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 OF INCORPORATION"), Company upon the Company's By-laws, as in effect on the date hereof (the "BY-LAWS"), and the terms occurrence 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 June 30, 1999the date hereof, the authorized capital stock of the Company consists of 100,000,000 one billion (1,000,000,000) shares of Common Stock, of which as Stock and two hundred million (200,000,000) shares of the date hereof 30,000,000 shares were issued and outstandingCompany’s preferred stock, and no series of preferred stock or debentures or notes were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessablepar value $0.001 (the “Preferred Stock”). Except as disclosed in Schedule 3(cthe SEC Documents (as defined below), (i) no shares of Common Stock or preferred 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 Schedule 3(c)the Officer’s Certificate attached hereto as Exhibit A, as of the effective date of 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 (iiiiv) 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 Securities Act (except the Company 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 Common Stock or the Conversion Shares Securities as described in this AgreementAgreement and (vii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Investor true and correct copies of BSTI's filings with the U.S. Securities Articles of Incorporation and Exchange Commission (the "SEC DOCUMENTS")Bylaws, the Company's Certificate of Incorporation, as amended and each as in effect on the date hereof (the "CERTIFICATE OF INCORPORATION"), the Company's By-laws, as in effect on the date hereof (the "BY-LAWS")hereof, and copies of any documents containing 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 of June 30, 1999, the The authorized capital stock of the Company consists of 100,000,000 75,000,000 shares of Common Stock, par value $0.001 per share. As of which as April 30, 2002, the Company had 30,839,078 shares of the date hereof 30,000,000 shares were issued and outstanding, and no series of preferred stock or debentures or notes were issued and outstandingCommon Stock. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(cthe SEC Documents (as defined in Section 3(f)), 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 Schedule 3(c)the SEC Documents, as of the effective date of 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 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 1933 Act (except pursuant to the Company Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Stock or the Conversion Shares Convertible Debentures as described in this Agreement. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Buyer true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), 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 employees and consultants.

Capitalization. As of June 30, 1999, the The authorized capital stock of the Company consists of 100,000,000 1,000,000,000 shares of Common Stock, of which as of the date hereof 30,000,000 shares were issued and outstanding, and no series of preferred stock or debentures or notes were issued and outstanding$0.001 par value per share. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c)the SEC Documents, 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 Schedule 3(c)the SEC Documents, as of the effective date of this Agreementhereof, (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-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 1933 Securities Act (except pursuant to the Company 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 issuance consummation of the Common Stock transactions described herein or the Conversion Shares as described in this Agreementtherein. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), This section shall not prevent the Company's Certificate of Incorporation, as amended and as in effect on after the date hereof (the "CERTIFICATE OF INCORPORATION")hereof, the Company's By-laws, as in effect on the date hereof (the "BY-LAWS"), and the terms from obtaining other funding or other means of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect theretofinancing.

Capitalization. As of June 30Except as disclosed in the SEC Documents, 1999, no shares are reserved for issuance pursuant to the authorized capital Company’s stock option plans. Sufficient shares are reserved for issuance upon conversion of the Company consists of 100,000,000 shares of Common Stock, of which Note (as of required by the date hereof 30,000,000 shares were issued Note and outstanding, and no series of preferred stock or debentures or notes were issued and outstandingtransfer agent share reserve letter). All of such outstanding shares have been of capital stock are, or upon issuance will be, duly authorized, validly issued and are issued, fully paid and nonassessablenon-assessable. Except as disclosed in Schedule 3(c), no No shares of Common Stock or preferred 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 Schedule 3(c)the SEC Documents, as of the effective date of 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 and (iii) 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 1933 Act and (except the Company 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 the issuance of the Common Stock Note or the Conversion Shares as described in this AgreementShares. The Company has furnished to or made available to Buyer, via the filed in its SEC Edga▇ ▇▇▇e, Documents true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's ’s Certificate of Incorporation, as amended and Incorporation as in effect on the date hereof (the "CERTIFICATE OF INCORPORATION"“Certificate of Incorporation”), 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 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 June 30, 1999the date hereof, the authorized capital stock of the Company consists of 100,000,000 500,000,000 shares of stock, of which 500,000,000 shares are designated as Common Stock, of which as 39,059,700 shares of the date hereof 30,000,000 shares were issued and outstanding, and no series of preferred stock or debentures or notes were issued and Common Stock are outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c)the Disclosure Schedule, 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 Schedule 3(c)the Disclosure Schedule, as of the effective date of this Agreementhereof, (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 (iiiiv) 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 1933 Securities Act (except pursuant to the Company 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 issuance consummation of the Common Stock transactions described herein or the Conversion Shares as described in this Agreementtherein. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Investor true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATIONCertificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "BYBy-LAWSlaws"), 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 June 30, 1999, the The authorized capital stock of the Company consists of 100,000,000 five hundred million shares of Common Stock, par value $0.001 per share, and 20 million shares of Preferred Stock, par value $0.001 per share (the “Preferred Stock”), of which as [268,236,005] shares of the date hereof 30,000,000 Common Stock and 0 shares were issued and outstanding, and no series of preferred stock or debentures or notes were Preferred Stock 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 3(c), no shares 4(e) and as set forth in the Regulatory Disclosure Documents: (i) none of Common Stock or preferred the Company’s capital stock are 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 Schedule 3(c), as of the effective date of this Agreement, ; (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, ; (iiiii) there are no outstanding debt securities and (iii) there are no agreements securities, notes, credit agreements, credit facilities or arrangements under 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 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 the 1933 Act (except or instruments of the Company Registration Rights Agreement). There 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 Common Stock Securities; (vii) the Company does not have any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement; and (viii) the Conversion Shares as described Company and its subsidiaries have no liabilities or obligations required to be disclosed in this Agreementthe Regulatory Disclosure Documents but not so disclosed therein, other than those incurred in the ordinary course of the Company’s or its 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 or made available to Buyerthe Investor true, via the SEC Edga▇ ▇▇▇ecorrect, true and correct complete copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), 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 By-laws’s Bylaws, as amended and as in effect on the date hereof (the "BY-LAWS"“Bylaws”), 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 June 30, 1999, the The authorized capital stock of the Company consists of 100,000,000 700,000,000 shares of Common Stock, Stock $0.001 par value per share of which approximately 42,952,500 shares of Common Stock are issued and outstanding as of the date hereof 30,000,000 shares were issued and outstandingJanuary 31, and no series of preferred stock or debentures or notes were issued and outstanding2013, respectively. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c)the SEC Documents, 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 Schedule 3(c)the SEC Documents, as of the effective date of this Agreementhereof, (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-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 1933 Act (except the Company Registration Rights Agreement)Securities 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 issuance consummation of the Common Stock transactions described herein or therein. This section shall not prevent the Conversion Shares as described in this AgreementCompany, after the date hereof, from obtaining other funding or other means of financing. The Company has furnished to or made available to Buyer, the Investor via the SEC Edga▇ SEC's live ▇▇▇e, ▇▇ filing service true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), 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 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 June 30, 1999, 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 100,000,000 the dates reflected therein. All of the outstanding shares of Common Stock, of which as of the date hereof 30,000,000 shares were issued and outstanding, and no series of preferred stock or debentures or notes were issued and outstanding. All of such outstanding shares Stock have been duly authorized and validly issued issued, and are fully paid and nonassessable. Except as disclosed set forth in Schedule 3(c)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 or preferred 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 Schedule 3(c), as of the effective date of this Agreement, (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 other than those issued or any granted in the ordinary course of its subsidiaries, (ii) there are no outstanding debt securities and (iii) there are no business pursuant to the Company’s equity incentive and/or compensatory plans or arrangements. Except for customary transfer restrictions contained in agreements or arrangements under which 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 any of its subsidiaries is obligated to register the sale transfer of any outstanding shares of their securities under the 1933 Act (except capital stock of the Company Registration Rights Agreement)Company. There 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 the issuance this Agreement or any of the Common Stock other Transaction Documents or the Conversion Shares as consummation of the transactions described in this Agreementherein or therein. The Company has furnished to or made available to Buyer, via filed with the SEC Edga▇ ▇▇▇e, true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate ’s articles of Incorporation, as amended and incorporation as in effect on the date hereof Closing Date (the "CERTIFICATE OF INCORPORATION"“Charter”), and the Company's By-laws, ’s bylaws as in effect on the date hereof Closing Date (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 June 30, 1999, the The authorized capital stock of the Company consists of 100,000,000 1,000,000,000 shares of Common Stock and 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 30,000,000 hereof, and 911,618 shares were of Preferred Stock are issued and outstanding, and no series outstanding as of preferred stock or debentures or notes were issued and outstandingthe 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 Schedule 3(cthe “SEC Documents” (as hereinafter defined), no shares of Common Stock or preferred 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 Schedule 3(c)the SEC Documents, as of the effective date of this Agreement, 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 and 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 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 1933 Securities Act (except pursuant to this Agreement); (v) there are no financing statements securing obligations filed in connection with the Company Registration Rights Agreement). There 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 issuance consummation of the Common Stock transactions described herein or therein; and (vii) there are no outstanding securities or instruments of the Conversion Shares as described in this AgreementCompany 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 or made available to Buyerthe Buyer true, via the SEC Edga▇ ▇▇▇e, true complete and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission of: (the "SEC DOCUMENTS"), I) 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 (II) the Company's By-laws’s Bylaws, as in effect on the date hereof (the "BY-LAWS"“Bylaws”), . 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 June 30, 1999the date hereof, the authorized capital stock of the Company consists of 100,000,000 shares of Common Stock, par value $0.001 per share and no shares of Preferred Stock of which as 90,890,931 shares of the date hereof 30,000,000 shares were issued and outstanding, Common Stock and no series shares of preferred stock or debentures or notes 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 Schedule 3(c)the SEC Documents, 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 Schedule 3(c)the SEC Documents, as of the effective date of this Agreementhereof, (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 (iiiiv) 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 1933 Securities Act (except pursuant to the Company 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 issuance consummation of the Common Stock transactions described herein or the Conversion Shares as described in this Agreementtherein. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Investor true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATIONCertificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "BYBy-LAWSlaws"), 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 June 30, 1999, the The authorized capital stock of the Company consists of 100,000,000 150,000,000 shares of Common Stock, of which as of the date hereof 30,000,000 Stock and 5,000,000 shares were issued and outstanding, and no series of preferred stock (the “Preferred Stock”). The Company has not issued any capital stock since the date of its most recently filed SEC Report other than upon stock option and warrant exercises that do not, individually or debentures or notes were in the aggregate, have a material effect on the issued and outstandingoutstanding capital stock, options and other securities. 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 nonassessablenon-assessable. Except Immediately following the Closing, and except as disclosed set forth in Schedule 3(c), the SEC Reports: (i) no shares of Common Stock capital stock of the Company or preferred stock are 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 as disclosed in Schedule 3(c), as of the effective date of this Agreement, ; (iii) 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 subsidiaries; (iii) there will be no outstanding debt securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries; (iv), (ii) there are no outstanding debt securities and (iii) 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 1933 Act Securities Act; (except the Company Registration Rights Agreement). There are v) there will be 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 Common Stock or the Conversion Shares Securities as described in this Agreement. The Company has furnished ; and (vi) no co-sale right, right of first refusal or other similar right will exist with respect to the Securities or made available to Buyer, via the SEC Edga▇ ▇▇▇e, true issuance and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATION"), 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 June 30, 1999the date hereof, the authorized capital stock of the Company consists of 100,000,000 8,000,000 shares of Company Common Stock, of which as 3,387,968 shares are issued and outstanding and no shares are held in the treasury of the date hereof 30,000,000 shares were issued and outstanding, and no series of preferred stock or debentures or notes were issued and outstandingCompany. 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 Schedule 3(c), no None of the issued and outstanding shares of Common Stock capital stock of the Company have been issued in violation of, or preferred stock are 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 Schedule 3(c)3.7, as of the effective date of this Agreement, (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 and (iii) 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 1933 Act (except the Company Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Stock or the Conversion Shares as described in this Agreement. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATION"), 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 June 30, 1999the date hereof, the authorized capital stock of the Company consists of 100,000,000 75,000,000 shares of Common Stock, par value $0.001 per share of which as 30,839,078 shares of the date hereof 30,000,000 shares Common Stock were issued and outstandingoutstanding as of April 30, and no series of preferred stock or debentures or notes were issued and outstanding2002. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c)the SEC Documents, 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 Schedule 3(c)the SEC Documents, as of the effective date of this Agreementhereof, (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 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 1933 Securities Act (except pursuant to the Company 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 issuance consummation of the Common Stock transactions described herein or the Conversion Shares as described in this Agreement. therein.. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Investor true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATIONCertificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "BYBy-LAWSlaws"), 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 June 30, 1999the date hereof, the authorized capital stock of the Company Buyer consists of 100,000,000 50,000,000 shares of Common Stock, of which as of the date hereof 30,000,000 such date, 32,650,178 shares were are issued and outstanding, outstanding and no series 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 preferred stock or debentures or notes were issued and outstandingsuch 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 Schedule 3(c)Exhibit 2.11, (A) no shares of Common Stock or preferred 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 Schedule 3(c), as of the effective date of this Agreement, 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; (D) there are no amounts outstanding under, and there will be no amounts due upon termination of, any credit agreement or credit facility; (iiiE) there are no financing statements securing obligations in any amounts greater than $100,000, singly, or $250,000 in the aggregate, filed in connection with the Buyer; (F) 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 Act except as set forth herein, the Sale of Assets Agreement, dated the date hereof between the Buyer and the Seller; (except G) there are no outstanding securities or instruments of the Company Registration Rights Agreement). There 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 Buyer ; (H) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Stock or the Conversion Closing Shares as described in this Agreement. The Company ; (I) the Buyer does not have any stock appreciation rights or "phantom" stock plans or agreements or any similar plan or agreement; (J) to the Buyer's knowledge, (i) no current or former officer or director who individually owns 1% or more of the Buyer's outstanding capital stock or (ii) other beneficial owner of 5% or more of the Buyer's outstanding capital stock, has furnished pledged shares of the 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 or made available to Buyer, via be disclosed in the SEC Edga▇ ▇▇▇eDocuments (as defined herein) but not so disclosed in the SEC Documents, true other than those incurred in the ordinary course of the Buyer's business and correct copies of BSTI's filings with which, individually or in the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS")aggregate, the Company's Certificate of Incorporation, as amended and as in effect 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"), 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 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 June 30, 1999employee stock options under the Company’s stock option plans, the authorized capital stock issuance of the Company consists of 100,000,000 shares of Common Stock, Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of which Common Stock Equivalents outstanding as of the date hereof 30,000,000 shares were issued 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 outstanding, between the Company and no series of preferred stock or debentures or notes were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(cthe investors signatory thereto (the “June 2011 Purchase Agreement”), no shares of (ii) the Common Stock or preferred stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by purchase warrants issued under the Company. Except as disclosed in Schedule 3(c), as of the effective date of this June 2011 Purchase Agreement, (iiii) 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 Directors or others is required for the issuance and (iii) 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 1933 Act (except the Company 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 agreements with respect to the issuance Company’s capital stock to which the Company is a party or, to the knowledge of the Common Stock Company, between or the Conversion Shares as described in this Agreement. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, true and correct copies among any of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATION"), 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 Except for any shares issuable upon exercise of June 30, 1999options issued pursuant to employee benefit plans disclosed in the Company’s SEC Documents, the authorized capital stock capitalization of the Company consists of 100,000,000 shares of Common Stock, of which is as of described in the date hereof 30,000,000 shares were issued and outstanding, and no series of preferred stock or debentures or notes were issued and outstandingCompany’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 Schedule 3(c)this Agreement, the Registration Rights Agreement and as set forth in the SEC Documents, (i) no shares of Common Stock or preferred 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 Schedule 3(c), as of the effective date of this Agreement, 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 (iias defined below)); (iii) there are no outstanding debt securities and (iii) there are no agreements securities, notes, credit agreements, credit facilities or arrangements under 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 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 the 1933 Act (except its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company Registration Rights Agreement). There or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (v) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Stock or the Conversion Shares Securities as described in this Agreement. The ; (vi) the Company does not have any stock appreciation rights or “phantom” stock plans or agreements or any similar plan or agreement; (vii) to the Company’s knowledge, (A) no current officer or director who individually owns one percent (1%) or more of the Company’s outstanding capital stock or (B) other beneficial owner of five percent (5%) or more of the Company’s outstanding capital stock, has furnished pledged shares of the Company’s capital stock in connection 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 made available obligations required to Buyer, via be disclosed in the SEC Edga▇ ▇▇▇eDocuments but not so disclosed in the SEC Documents, true and correct copies other than those incurred in the ordinary course of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATION"), the Company's By-laws, as in effect on the date hereof (the "BY-LAWS"), and the terms of all securities convertible into ’s or exercisable for Common Stock and the material rights of the holders thereof in respect theretoits Subsidiaries’ respective businesses.

Capitalization. As of June 30, 1999, the The authorized capital stock of the Company consists of 100,000,000 shares an unlimited number of Common StockCompany Shares. As of December 21, of which as of the date hereof 30,000,000 shares were 2004, there were: (i) 54,796,531 Company Shares issued and outstanding; (ii) Company Options outstanding, entitling the holders thereof to acquire an aggregate of 2,281,018 Company Shares; (iii) 299,433 RSUs granted by the Company; and no series of preferred stock or debentures or notes were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 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 (iv) 167,443 DSUs granted by the Company. Except as disclosed for the Company Options, RSUs and DSUs described in Schedule 3(c)the immediately preceding sentence, as of the effective date of this Agreement, (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 and (iii) 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 the or otherwise qualify securities for public sale of any of their securities under the 1933 Act (except the Company Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Stock or the Conversion Shares as described in this Agreement. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS")Canada, the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATION"), the Company's By-laws, as in effect on the date hereof (the "BY-LAWS"), and the terms of all securities convertible into United States or exercisable for Common Stock and the material rights of the holders thereof in respect theretoelsewhere.

Capitalization. As of June 30, 1999, the The authorized capital stock of the Company consists of 100,000,000 8,978,999,990 shares of Common Stock, par value $0.00001 per share, of which about 4,702,630,209 shares of Common Stock are issued and outstanding as of the date hereof 30,000,000 shares were issued and outstanding, and no series of preferred stock or debentures or notes were issued and outstandinghereof. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c)the SEC Documents, 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 Schedule 3(c)the SEC Documents, as of the effective date of 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 and (iii) 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 1933 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 Company 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 the issuance of the Common Stock or the Conversion Shares Securities as described in this Agreement. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Buyer true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), 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 June 30, 1999, the The authorized capital stock of the Company consists of 100,000,000 shares of Common Stock, par value $0.001, and 10,000,000 shares of Preferred Stock, par value $0.001 ("Preferred Stock") of which as 37,872,224 shares of the date hereof 30,000,000 Common Stock and zero shares were issued and outstanding, and no series of preferred stock or debentures or notes were Preferred Stock are issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c), no 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 Schedule 3(c), as As of the effective date of 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 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 1933 Securities Act (except pursuant to the Company 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 the issuance of the Common Stock or the Conversion Shares Convertible Debentures as described in this Agreement. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Buyer true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate Articles of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATIONArticles of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "BYBy-LAWSlaws"), 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 June 30, 1999, the The authorized capital stock of the Company consists of 100,000,000 500 million shares of Common Stock, par value $.0001 per share and no shares of which as Preferred Stock. As of the date hereof 30,000,000 hereof, the Company has 90,470,000 shares were issued and outstanding, of Common Stock and no series shares of preferred stock or debentures or notes were Preferred Stock issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c), no 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 Schedule 3(c), as As of the effective date of 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 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 1933 Act (except pursuant to the Company 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 the issuance of the Common Stock or the Conversion Shares Secured Debentures as described in this Agreement. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Buyer true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), 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 June 30, 1999, the The authorized capital stock of the Company consists of 100,000,000 200,000,000 shares of Common Stock, of which as 55,247,000 shares of the date hereof 30,000,000 shares were Common Stock are issued and outstanding, and 100,000,000 shares of authorized Preferred Stock, of which no series of preferred stock or debentures or notes were shares are issued and outstanding. outstanding All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(cthe SEC Documents (as defined in paragraph 4.5), 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 Documents and on Schedule 3(c)4.3, as of the effective date of this Agreementhereof, (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; and (iiiiv) 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 1933 Securities Act (except pursuant to the Company 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 issuance consummation of the Common Stock transactions described herein or the Conversion Shares as described in this Agreementtherein. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Investor true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), 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 June 30, 1999the date hereof, the authorized capital stock of the Company consists of 100,000,000 (a) six hundred fifty million (650,000,000) shares of Common Stock, $0.001 par value, of which as 137,526,132 shares are issued and outstanding and (b) ten million (10,000,000) shares of the date hereof 30,000,000 shares were preferred stock, $0.001 per value, of which none are issued and outstanding, and no series 55,000 of preferred stock or debentures or notes were issued and outstanding. All of such outstanding shares which have been validly issued and are fully paid and nonassessabledesignated as the Preferred Shares of which have been designated as the Preferred Shares. Except as disclosed contemplated by this Agreement or as set forth in Schedule 3(c)the SEC Documents, 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 Schedule 3(c), as of the effective date of this Agreement, (i) there are (A) no outstanding optionssubscriptions, warrants, scripoptions, conversion privileges or other rights or agreements obligating the Company to subscribe to, calls purchase or commitments of any character whatsoever relating to, otherwise acquire or securities or rights convertible into, issue any shares of capital stock of the Company (or any shares reserved for such purpose), (B) no preemptive rights contained in the Company’s Certificate of its subsidiariesIncorporation, as amended (the “Certificate of Incorporation”), the Company’s Amended and Restated Bylaws (the “Bylaws”) or contracts, commitments, understandings or arrangements by contracts to which the Company is a party or any other rights of its subsidiaries is or may become bound first refusal with respect to issue the issuance of additional shares of capital stock of the Company, including without limitation the Preferred Shares and the Underlying Securities, and (C) no commitments or understandings (oral or written) of the Company or to issue any of its subsidiaries or optionsshares, warrants, scrip, options or other rights to subscribe to, calls or commitments of acquire any character whatsoever relating to, or equity securities or rights convertible into, any shares of capital stock of the Company or Company. Except as set forth in the SEC Documents, no Persons have any of its subsidiaries, (ii) there are no outstanding debt securities and (iii) 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 1933 Act (except the Company Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be rights of any kind, whether triggered by the issuance Contemplated Transactions or otherwise. To the Company’s Knowledge, except as set forth in the SEC Documents, none of the shares of Common Stock are subject to any stockholders’ agreement, voting trust agreement or similar arrangement or understanding. Except as set forth in the Conversion Shares as described in this Agreement. The SEC Documents, the Company has furnished no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or made available to Buyer, via the SEC Edga▇ ▇▇▇e, true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATION"), the Company's By-laws, as in effect on the date hereof (the "BY-LAWS"), and the terms of all securities which are convertible into or exercisable for Common Stock and securities having the material rights right to vote) with the stockholders of the holders thereof in respect theretoCompany on any matter.

Capitalization. As of June 30, 1999, the The Company has authorized capital stock of the Company consists of 100,000,000 50,000,000 shares of Common Stock, of which there are 15,111,097 shares issued and outstanding as of the date hereof 30,000,000 shares were issued and outstandingJune 9, 2000, and no series 7,500,000 shares of preferred stock or debentures or notes were stock, $0.01 par value per share, none of which 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 Schedule 3(c), no None of the outstanding shares of Common Stock or preferred 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 Schedule 3(c)the Company SEC Documents or on SCHEDULE 10.6, as of the effective date of this Agreementand 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 to, calls purchase or commitments of acquire any character whatsoever relating to, or securities or rights convertible into, any additional shares of its capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities and (iii) 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 1933 Act (except the Company Registration Rights Agreement)stock. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance All of the Common Stock or issued on the Conversion Shares as described 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 Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate term "Encumbrance" means and includes (i) any security interest, mortgage, deed of Incorporationtrust, as amended and as in effect lien, charge, pledge, proxy, adverse claim, equity, power of attorney, or restriction of any kind, including but not limited to, any restriction or servitude on the date hereof (the "CERTIFICATE OF INCORPORATION")use, the Company's By-lawstransfer, as in effect on the date hereof (the "BY-LAWS")receipt of income, or other exercise of any attributes of ownership, and the (ii) any notice of pledge registered with any financial intermediary or broker, any Uniform Commercial Code financing statement or other public filing, notice or record that by its terms purports to evidence or notify interested parties of all securities convertible into or exercisable for Common Stock and the material rights any of the holders thereof matters referred to in respect theretoclause (i) that has not been terminated or released by another proper filing, notice or record.

Capitalization. As of June 30, 1999the date hereof, the authorized capital stock of the Company consists of 100,000,000 shares of Common Stock, par value $0.001 per share and 20,000,000 shares of Preferred Stock of which as 50,150,388 shares of the date hereof 30,000,000 shares were issued and outstanding, Common Stock and no series shares of preferred stock or debentures or notes 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 Schedule 3(c)the SEC Documents, 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 Schedule 3(c)the SEC Documents, as of the effective date hereof and except for an obligation to issue 1,000,000 shares of this Agreement, 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 regulatory agency and (iiiiv) 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 1933 Securities Act (except pursuant to the Company 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 issuance consummation of the Common Stock transactions described herein or the Conversion Shares as described in this Agreementtherein. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Investor true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATIONCertificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "BYBy-LAWSlaws"), 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 June 30, 1999the 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 100,000,000 shares of Common Stock, of which its issued and outstanding capital stock in its most recent SEC Report containing such disclosure was accurate in all material respects as of the date hereof 30,000,000 shares were issued and outstanding, and no series of preferred stock or debentures or notes were issued and outstandingindicated 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 Schedule 3(c)the SEC Reports or as provided in any of the Transaction Documents, (i) no shares of Common Stock or preferred 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 Schedule 3(c, (ii) there are no outstanding debt securities, (iii) except for outstanding securities of the Company under the equity incentive plans of the Company (the “Stock Plans”), as of the effective date of 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, (iiiv) there are no outstanding debt securities and (iii) 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 1933 Securities Act (except the Company 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 Common Stock or the Conversion Shares as described in this AgreementAgreement and (vii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Purchaser true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate ’s certificate of Incorporation, as amended incorporation and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATION"), the Company's By-laws, as in effect on the date hereof (the "BY-LAWS")bylaws, and summaries of 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 of June 30, 1999, the The authorized capital stock of the Company consists of 100,000,000 300,000,000 shares of Common Stock, Stock and 10,000,000 shares of which as preferred stock. Immediately before giving effect to the Merger and the initial Closing of the date hereof 30,000,000 Offering, the Company has 900,000 shares were issued and outstanding, of Common Stock and no series of preferred stock or debentures or notes were 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 3(c), 4c. After giving effect to the Merger: (i) no shares of Common Stock capital stock of the Company or preferred stock are 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 set forth on Schedule 3(c), as of the effective date of this Agreement, (i4c(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 and other than indebtedness as set forth in Schedule 4c(iii), (iiiiv) 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 1933 Act Securities 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 the Company 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 Common Stock or the Conversion Shares as described in this Agreement; and (vii) no co-sale right, right of first refusal or other similar right will exist with respect to the Shares or the issuance and sale thereof. The Upon request, the Company has furnished to or made will make available to Buyer, via the SEC Edga▇ ▇▇▇e, Purchaser true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), 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 officers, directors, employees and consultants.

Capitalization. As Schedule 4.3 sets forth as of June 30, 1999, the date hereof (a) the authorized capital stock of the Company consists Company; (b) the number of 100,000,000 shares of Common Stock, of which as of the date hereof 30,000,000 shares were capital stock issued and outstanding, and no series ; (c) the number of preferred shares of capital stock issuable pursuant to the Company’s stock or debentures or notes were issued equity compensation plans; and outstanding. All (d) the number of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c), no shares of Common Stock or preferred capital stock are subject issuable and reserved for issuance pursuant to preemptive rights or any securities (other similar rights or any liens or encumbrances suffered or permitted by than the Company. Except as disclosed in Schedule 3(c), as of the effective date of this Agreement, (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 and (iii) 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 1933 Act (kind and except the Company Registration Rights as contemplated by this Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares and the Company does not have any stock appreciation rights, “phantom stock” plans or agreements or any 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 Company and any of the security holders of the Company or, to the Company’s Knowledge, between or among any of the Company’s security holders, relating to the securities of the 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 the case may be, may vote, and (iii) 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. 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 Conversion Shares as described Investors) and will not result in this Agreement. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATION"), 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 adjustment of the holders thereof in respect theretoexercise, conversion, exchange or reset price of any outstanding security.

Capitalization. As of June 30, 1999the date hereof, the authorized capital stock of the Company consists of 100,000,000 500,000,000 shares of Common Stock, par value $0.001 per share and 10,000,000 shares of Preferred Stock of which as 12,295,414 shares of the date hereof 30,000,000 shares were issued and outstanding, Common Stock and no series shares of preferred stock or debentures or notes 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 Schedule 3(c)the SEC Documents, 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 Schedule 3(c)the SEC Documents, as of the effective date of this Agreementhereof, (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 (iiiiv) 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 1933 Securities Act (except pursuant to the Company 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 issuance consummation of the Common Stock transactions described herein or the Conversion Shares as described in this Agreementtherein. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Investor true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATIONCertificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "BYBy-LAWSlaws"), 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 June 30, 1999, the The authorized capital stock of the Company consists of 100,000,000 75,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock, $0.001 par value per share (“Preferred Stock”), of which as 61,910,000 shares of the date hereof 30,000,000 shares were issued and outstanding, Common Stock and no series shares of preferred stock or debentures or notes were Preferred Stock are issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c)the SEC Documents, 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 Schedule 3(c)the SEC Documents, as of the effective date of this Agreementhereof, (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 (iiiiv) 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 1933 Securities Act (except pursuant to the Company 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 issuance consummation of the Common Stock transactions described herein or the Conversion Shares as described in this Agreementtherein. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Investor true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), 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 The number of shares and type of all authorized, issued and outstanding capital stock of the Company, and all shares of Common Stock reserved for issuance under the Company's various option and incentive plans, is described in the Company's regular reports on Forms 10-Q, 10-K, and 8-K as filed by the Company with the Securities and Exchange Commission through and including the date of this Agreement (the "SEC Documents"), as of the dates set forth therein. The Company has not issued any capital stock since June 30, 1999, 2003 other than (a) certain shares issued pursuant to the authorized equity compensation plans described in the Company's SEC Documents and (b) an aggregate of 390 shares of Common Stock issued upon the conversion of certain convertible securities issued prior to such date. The outstanding shares of capital stock of the Company consists of 100,000,000 shares of Common Stock, of which as of the date hereof 30,000,000 shares were issued and outstanding, and no series of preferred stock or debentures or notes 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 or contemplated by the Company's SEC Documents, 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 participation in the transactions contemplated by this Agreement. Except as set forth in or contemplated by the Company's SEC Documents, there are no outstanding rights (including, without limitation, preemptive rights, call or commitments of any character and scrip 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 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, other than those issued pursuant to the equity compensation plans described in the Company's SEC Documents. Except as disclosed in Schedule 3(c)the Company's SEC Documents, there are no stockholders agreements, voting agreements or other similar agreements with respect to the Common Stock to which the Company is a party. Except as disclosed in the Company's SEC Documents, the issue and sale of the Shares and Warrants will not, immediately or with the passage of time, obligate the Company to issue shares of Common Stock or preferred stock are subject other securities to preemptive rights any person or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed result in Schedule 3(c), as of the effective date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments a right of any character whatsoever relating to, or securities or rights convertible into, any shares holder 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 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 1933 Act (except the Company Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Stock or the Conversion Shares as described in this Agreement. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporationsecurities to adjust the exercise, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATION")conversion, the Company's By-laws, as in effect on the date hereof (the "BY-LAWS"), and the terms of all securities convertible into exchange or exercisable for Common Stock and the material rights of the holders thereof in respect theretoreset price under such securities.

Capitalization. As of June 30, 1999the date hereof, the authorized capital stock of the Company consists of 100,000,000 shares of Common Stock, no par value and 50,000,000 shares of Preferred Stock of which as 61,500,000 shares of the date hereof 30,000,000 shares were issued and outstanding, Common Stock and no series shares of preferred stock or debentures or notes 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 Schedule 3(c)the SEC Documents, 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 Schedule 3(c)the SEC Documents, as of the effective date of this Agreementhereof, (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 (iiiiv) 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 1933 Securities Act (except pursuant to the Company 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 issuance consummation of the Common Stock transactions described herein or the Conversion Shares as described in this Agreementtherein. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Investor true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATIONCertificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "BYBy-LAWSlaws"), 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 June 30, 1999, the The authorized capital stock of the Company consists of 100,000,000 500,000,000 shares of Common Stock, par value $0.001 per share and no shares of which as Preferred Stock. As of the date hereof 30,000,000 the Company has 153,096,425 shares were issued and outstanding, and no series of preferred stock or debentures or notes were Common Stock issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(cthe SEC Documents (as defined in Section 3(f)), 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 Schedule 3(c)the SEC Documents, as of the effective date of 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 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 1933 Act (except pursuant to the Company 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 the issuance of the Common Stock or the Conversion Shares Convertible Debentures as described in this Agreement. The Company has furnished to or made available to Buyer, via the SEC Edga▇ ▇▇▇e, Buyer true and correct copies of BSTI's filings with the U.S. Securities and Exchange Commission (the "SEC DOCUMENTS"), the Company's Certificate Articles of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATIONArticles of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "BYBy-LAWSlaws"), 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.