Common use of Equity Capitalization Clause in Contracts

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares are issued and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of preferred stock, of which as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above in this Section 3(p): (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 capital stock of the Company, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional capital stock of the Company 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 capital stock of the Company; (iii) there are no outstanding debt 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (v) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company is or may become bound to redeem a security of the Company; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 65,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares 21,501,206 are issued and outstanding, 2,529,378 2,824,000 shares are reserved for issuance pursuant to the Company’s employee incentive plan 's stock option and other options and warrants outstanding purchase plans and no shares are reserved for issuance pursuant to securities (other than the Warrantsaforementioned options and the Notes) exercisable or exchangeable for, or convertible into, shares of Common Stock, Stock and (yii) 10,000,000 2,000,000 shares of preferred stock, par value $0.001 per share, of which as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(pSchedule 3(r): (i) none of the Company’s 's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 capital stock of the CompanyCompany 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 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 capital stock of the CompanyCompany or any of its Subsidiaries; (iii) 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business '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 or made available to the Buyers true, correct and complete copies of the Company’s Certificate 's Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate "Articles of Incorporation”"), and the Company’s 's Bylaws, as amended and as in effect on the date hereof (the “"Bylaws”"), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 200,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 43,904,261 including 2,500,000 shares held in treasury are issued and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no 11,769,949 shares are reserved for issuance pursuant to securities (other than the Preferred Shares and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, Stock and (yii) 10,000,000 5,000,000 shares of preferred stock, none of which which, as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(pSchedule 3(r): (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 capital stock of the CompanyCompany 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 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 capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as defined in Section 3(s)) of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business 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 or made available to the Buyers true, correct and complete copies of the Company’s Certificate Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate Articles of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 200,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 46,911,282 shares are issued and outstanding, 2,529,378 9,121,422 shares are reserved for issuance pursuant to the Company’s employee incentive plan 's stock option and other options purchase plans and warrants outstanding and no 9,058,094 shares are reserved for issuance pursuant to securities (other than the aforementioned options, the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (yii) 10,000,000 1,000,000 shares of preferred stock, par value $0.01 per share, 4,500 of which shares of preferred stock designated as Series A Convertible Preferred Stock are issued and outstanding as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above in this Section 3(p): disclosed in: (i) none of the Company’s 's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 CompanyCompany 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 or 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 CompanyCompany or any of its Subsidiaries; (iii) 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; (iv) other than the financing statements perfecting the lien on the Company's Subsidiaries processing portfolios income stream in connection with the credit facility from RBL Capital Group, LLC, there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business 's or any of its Subsidiary's' respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s 's Amended and Restated Certificate of Incorporation, as amended and as in effect on the date hereof (the “"Certificate of Incorporation”"), and the Company’s 's Bylaws, as amended and as in effect on the date hereof (the “"Bylaws”"), and the terms of all securities convertible into, or exercisable or exchangeable for, for shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereofof this Agreement, the authorized share capital stock of the Company consists of (x) 30,000,000 shares of Common Stock150,700,000 Ordinary Shares and 7,680,000 Series A Preferred Shares, of which as of the date hereof, 10,964,602 shares 47,010,318 Ordinary Shares and 6,680,000 convertible Series A Preferred Shares are issued and outstanding, 2,529,378 shares approximately 12,774,731 Ordinary Shares are reserved for issuance pursuant to the Company’s employee incentive plan 's stock option and other options purchase plans and warrants outstanding and no 11,877,465 shares are reserved for issuance pursuant to securities (other than the WarrantsSecurities) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of preferred stock, of which as of the date hereof, none are issued and outstandingOrdinary Shares. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth disclosed above and in this Section 3(p): the Company's filings with the SEC available on XXXXX: (i) none of the Company’s capital stock 's Ordinary Shares is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 share capital stock of the CompanyCompany 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 share 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 share capital stock of the CompanyCompany or any of its Subsidiaries; (iii) 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the SecuritiesSecurities (except certain warrants issued in relation to two financing transactions closed in May 2004 and December 2004); (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 Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business '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 or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (x) 30,000,000 shares an unlimited number of Common StockOrdinary Shares, of which as of the date hereofwhich, 10,964,602 shares 277,449,050 Ordinary Shares are issued and outstanding, 2,529,378 shares outstanding and [ ] are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities Convertible Securities (as defined below) (other than the Convertible Notes and Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of preferred stock, of which as of the date hereof, none ). No Ordinary Shares are issued and outstandingheld in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessablenon-assessable. Except as set forth above provided in this Section 3(p): the SEC Documents, (i) none to the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding Ordinary Shares (calculated based on the assumption that all Convertible Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% shareholder for purposes of federal securities laws); (ii) the Company’s capital stock is and the capital stock of its Subsidiaries are not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyLiens; and (iiiii) 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 capital stock of the CompanyCompany 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 capital stock of the Company 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 capital stock of the CompanyCompany or any of its Subsidiaries, respectively (other than as may be issued from time to time under any equity incentive plan maintained); (iiiiv) there are no outstanding debt securities, convertible 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; (ivv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, amounts filed in connection with the Company; (v) there are no agreements Company or arrangements under which the Company is obligated to register the sale of any of its securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Subsidiaries; ; (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) neither the Company does not have nor any of its Subsidiaries has stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has no does not have any liabilities or obligations required to be disclosed in the SEC Documents but which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do which does not or would could not have a Material Adverse Effect. The Company has furnished or made available to the Buyers SEC Documents contain true, correct and complete copies copy of the Company’s Certificate of Incorporation, as amended and charter as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”)hereof, and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock Ordinary Shares and the material rights of the holders thereof in respect theretothereof.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (xi) 30,000,000 200,000,000 shares of Common Stock, of which as which, 21,649,623 shares of the date hereof, 10,964,602 shares Common Stock are issued and outstanding, 2,529,378 outstanding and 2,536,269 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities Convertible Securities (as defined below) (other than the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (yii) 10,000,000 shares of preferred stock, none of which as of the date hereof, none are issued and outstanding. “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessablenon-assessable. Except as set forth above disclosed in this Section 3(p): the SEC Documents, (i) none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; and (ii) 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 capital stock of the CompanyCompany 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 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 capital stock of the CompanyCompany or any of its Subsidiaries; (iii) 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, amounts filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) neither the Company does not have nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company has no nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents but which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business 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 or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities Convertible Securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, immediately following the consummation of the Closing, the authorized capital stock of the Company consists of shall be as follows: (x) 30,000,000 125,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares are 87,363,907 shall be issued and outstanding, 2,529,378 outstanding and 649,000 shares are shall be reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Company’s employee incentive plan Preferred Stock) and other options 36,987,093 shall be reserved for issuance of the Conversion Shares, (y) 7,500,000 shares of Class B Common Stock, of which, 1,465,530 shall be issued and warrants outstanding and no shares are shall be reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, Convertible Securities and (yz) 10,000,000 5,000,000 shares of preferred stock, of which as of the date hereofwhich, none are 20,524.149 shall be issued and outstanding, and all such issued and outstanding shares of preferred stock will be classified as Series E Preferred Stock. No shares of Common Stock, Class B Common Stock or preferred stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessablenon-assessable. Except as set forth above in this Section 3(p): (i) none None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered granted or permitted contracted for by the CompanyCompany or any Subsidiary; and (ii) except as disclosed in Section 3(r)(ii) of the Disclosure Letter, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever to which the Company is a party relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany 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 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 capital stock of the CompanyCompany or any of its Subsidiaries to which the Company is a party; (iii) except as disclosed in Section 3(r)(iii) of the Disclosure Letter, 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; (iv) except as disclosed in Section 3(r)(iv) of the Disclosure Letter, there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, amounts filed in connection with the CompanyCompany or any of its Subsidiaries; (v) except pursuant to the Registration Rights Agreement and as disclosed in Section 3(r)(v) of the Disclosure Letter, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) except as disclosed in Section 3(r)(vi) of the Disclosure Letter, 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 CompanyCompany or any of its Subsidiaries; (vii) except as disclosed in Section 3(r)(vii) of the Disclosure Letter, there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) neither the Company does not have nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company has no nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents but which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would could not have a Material Adverse Effect. The Company has furnished or made available to the Buyers Buyer true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 200,000,000 shares of Common Stock, of which which, 42,906,774 were issued and outstanding as of the date hereofSeptember 3, 10,964,602 shares are issued 2019, and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no 27,027,527 shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common StockStock (inclusive of convertible preferred stock), and (yii) 10,000,000 5,500,000 shares of preferred stock, of which 2,857,143 were issued and outstanding as of the date hereofSeptember 3, none 2019. No shares of Common Stock or preferred stock are issued and outstandingheld in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above has been disclosed in this Section 3(p): the SEC Documents: (i) none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; and (ii) 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 capital stock of the CompanyCompany 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 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 capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, 8 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, amounts filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Act (except pursuant to Act, other than agreements with the Registration Rights Agreement)Buyer; (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) neither the Company does not have nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company has no nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents but which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would could not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 100,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares 52,389,284 are issued and outstanding, 2,529,378 8,338,952 shares are reserved for issuance pursuant to the Company’s employee incentive plan stock option and other options purchase plans and warrants outstanding and no 1,230,271 shares are reserved for issuance pursuant to securities (other than the Warrantsaforementioned options and the Notes) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (yii) 10,000,000 5,000,000 shares of preferred stock, par value $0.01, of which as of the date hereof, none no shares are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(pSchedule 3(r): (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 capital stock of the CompanyCompany 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 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 capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt 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; (iv) there are no Uniform Commercial Code financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (viv) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (viv) 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 CompanyCompany or any of its Subsidiaries; (viivi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiivii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ixviii) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business 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 or made available to the Buyers (except if the same are available on Xxxxx) true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), ) and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 shares of 50,000,000 Common StockShares, of which as of the date hereof, 10,964,602 33,706,938 shares are issued and outstanding, 2,529,378 2,000,000 shares are reserved and maintained for issuance pursuant to the Company’s employee incentive plan 's stock option and other options purchase plans, and warrants outstanding 8,000,000 shares are issuable to Xx. Xx upon the Company achieving certain operating milestones pursuant to a stock purchase agreement dated April 14, 2007, and no shares are reserved for issuance pursuant to securities (other than the aforementioned options, the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, Shares and (yii) 10,000,000 shares of 1,000,000 preferred stockshares, par value $0.0001 per share, of which as of the date hereof, none of such preferred shares are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(pSchedule 3(r): (i) none of the Company’s 's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 CompanyCompany 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 CompanyCompany or any of its Subsidiaries; (iii) 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the SecuritiesCompany Securities or by the delivery of the Lu Conversion Shares, the Lu Warrant Shares and the Lu Additional Conversion Shares pursuant to the terms of the Put Agreements; (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 Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business 's or any of its Subsidiary's' respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate 's Memorandum of IncorporationAssociation, as amended and as in effect on the date hereof (the “Certificate "Memorandum of Incorporation”Association"), and the Company’s Bylaws's Articles of Association, as amended and as in effect on the date hereof (the “Bylaws”"Articles of Association"), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock Shares and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of 160,000,000 shares, comprised of (x) 30,000,000 150,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 31,952,749 shares are issued and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of preferred stock, par value $0.01 per share, of which as 600,000 shares are designated Series B nonredeemable convertible preferred stock, of the date hereof, none which 475,087 shares are issued and outstanding, and no other shares of the Company’s preferred stock are issued or outstanding. All of such outstanding shares of the Company’s capital stock have been, or upon issuance will be, validly issued and are are, or upon issuance will be, fully paid and nonassessable. Except as set forth above in this Section 3(p): described on Schedule 3(q), with respect to any debt or equity instruments of the Company and its Subsidiaries, (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 capital stock of the CompanyCompany 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 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 capital stock of the CompanyCompany or any of its Subsidiaries; (iii) 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business 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 or made available to the Buyers Buyers, through XXXXX, true, correct and complete copies of the Company’s Certificate certificate of Incorporationincorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 200,000,000 shares of Common Stock, of which which, 33,846,393 were issued and outstanding as of the date hereofAugust 14, 10,964,602 shares are issued 2018, and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no 24,360,895 shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (yii) 10,000,000 500,000 shares of preferred stock, of which zero were issued and outstanding as of the date hereofAugust 14, none 2018. No shares of Common Stock or preferred stock are issued and outstandingheld in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above has been disclosed in this Section 3(p): the SEC Documents: (i) none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; and (ii) 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 capital stock of the CompanyCompany 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 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 capital stock of the CompanyCompany or any of its Subsidiaries; (iii) 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, amounts filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) neither the Company does not have nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company has no nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents but which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would could not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 2,000,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares 38,285,289 are issued and outstanding, 2,529,378 up to 4,000,000 shares are will be reserved for issuance pursuant to the Company’s employee incentive plan 's stock option and other options purchase plans and warrants outstanding and no 4,141,378 shares are reserved for issuance pursuant to securities (other than the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, Stock and (yii) 10,000,000 1,000,000 shares of preferred stock, par value $0.0001 per share, of which as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(pSchedule 3(r): (i) none of the Company’s 's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 capital stock of the CompanyCompany 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 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 capital stock of the CompanyCompany or any of its Subsidiaries; (iii) 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business '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 or made available to the Buyers Buyer true, correct and complete copies of the Company’s Certificate 's Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate "Articles of Incorporation”"), and the Company’s 's Bylaws, as amended and as in effect on the date hereof (the “"Bylaws”"), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares 6,473,635 are issued and outstanding, 2,529,378 980,836 shares are reserved for issuance pursuant to the Company’s employee incentive plan stock option and other options purchase plans and warrants outstanding and no 70,000 shares are reserved for issuance pursuant to securities (other than the Original Notes, the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, Stock and (yii) 10,000,000 1,000,000 shares of undesignated preferred stock, no par value, of which as of the date hereof, hereof none are of which is issued and outstandingoutstanding or reserved for issuance. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(pSchedule 3(r): (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 capital stock of the CompanyCompany 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 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 capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as defined in Section 3(s)) of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would not reasonably be expected to have a Material Adverse Effect. The Company has furnished or made available to the Buyers Buyer true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate Articles of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereofEffective Date, the authorized capital stock of the Company consists of (x) 30,000,000 1,010,000,000 shares of capital stock, of which 1,000,000,000 shares are Common Stock, and 10,000,000 shares are undesignated preferred stock. As of May 31, 2023, the Company had 514,579,824 shares of Common Stock, of which as of the date hereof, 10,964,602 shares are issued and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants Stock outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of preferred stock, of which as of the date hereof, none are issued and stock outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. 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 that have not been effectively waived as of the Closing Date. Except as set forth above in this Section 3(p): the SEC Documents or as a result of the purchase and sale of the Common Shares: (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 capital stock of the CompanyCompany 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 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 capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness material indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Securities Act (except for the registration rights granted pursuant to the Registration Rights AgreementSection 8 hereof); (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the SecuritiesCommon Shares, Common Warrants or Warrant Shares; and (viii) the Company does not and its Subsidiaries have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would not reasonably be expected to have a Material Adverse Effect. The Company has furnished or made available to the Buyers Purchasers, or filed as exhibits to the SEC Documents, true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereofInitial Closing Date, the authorized capital stock of the Company consists of (xi) 30,000,000 200,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 4,081,393 shares are issued and outstanding, 2,529,378 709,876 shares are reserved for issuance pursuant to the Company’s employee incentive plan stock option and other options and purchase plans, 6,084,600 shares are reserved for issuance upon exercise of warrants outstanding and no 4,774,624 shares are reserved for issuance pursuant to securities (other than the aforementioned options, warrants and the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (yii) 10,000,000 50,000,000 shares of preferred stock, par value $0.0001 per share, none of which are issued and outstanding as of the date hereof, none hereof and (iii) there are issued and outstanding2,776,367 shares of Common Stock held by non-affiliates of the Company. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above in this Section 3(p): the SEC Documents or as disclosed in Schedule 3(q), (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 CompanyCompany 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 CompanyCompany or any of its Subsidiaries; (iii) 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or any of its Subsidiary’s’ respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, for shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereofDecember 19, 2013, the authorized capital stock of the Company consists of (xi) 30,000,000 33,333,333 shares of Common Stock, of which which, as of the date hereof, 10,964,602 10,922,968 shares are issued and outstanding, 2,529,378 965,030 shares are reserved for issuance pursuant to the Company’s employee equity incentive plan compensation plans and other options and warrants outstanding and no 9,891,290 shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (yii) 10,000,000 5,000,000 shares of preferred stock, par value $1.00 per share (the “Preferred Stock”), of which which, as of the date hereof, none are one share is issued and outstandingoutstanding and designated as Series A Voting Preferred Stock (the “Series A Preferred Stock”). All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed or described in this Section 3(pthe Filed SEC Documents (other than with respect to subclause (G) below): (iA) none no shares of the Company’s capital stock is are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (iiB) 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 CompanyCompany 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 (except for agreements entered into on or after the date hereof (i) to sell Common Stock and Preferred Stock and/or (ii) to issue Common Stock in exchange for Series B Notes) 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 CompanyCompany or any of its Subsidiaries; (iiiC) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness indebtedness in an amount in excess of $5,000,000 (excluding intercompany indebtedness) of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (ivD) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with naming the CompanyCompany or any of its Subsidiaries (other than liens securing or permitted by the Financing Facilities); (vE) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Securities Act (except pursuant to the Registration Rights AgreementAgreement and other such agreements entered into on or after the date hereof in connection with (i) the sale of Common Stock or Preferred Stock and (ii) the exchange of Common Stock for Series B Notes); (viF) 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 or repurchase a security of the CompanyCompany or any of its Subsidiaries; (viiG) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the SecuritiesShares, the Conversion Shares or the other transactions contemplated by the Transaction Documents; (viiiH) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ixI) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed or described in the SEC Documents but not so disclosed or described in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and or any Subsidiary’s respective businesses or which, individually or in the aggregate, do not or would not be reasonably likely to have a Material Adverse Effect. The Company confirms that it has furnished or made available to filed with the Buyers SEC true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereofInitial Closing Date, the authorized capital stock of the Company consists of (xi) 30,000,000 200,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 4,081,393 shares are issued and outstanding, 2,529,378 709,876 shares are reserved for issuance pursuant to the Company’s employee incentive plan stock option and other options and purchase plans, 5,684,603 shares are reserved for issuance upon exercise of warrants outstanding and no 4,374,624 shares are reserved for issuance pursuant to securities (other than the aforementioned options, warrants and the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (yii) 10,000,000 50,000,000 shares of preferred stock, par value $0.0001 per share, none of which are issued and outstanding as of the date hereof, none hereof and (iii) there are issued and outstanding2,776,367 shares of Common Stock held by non-affiliates of the Company. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above in this Section 3(p): the SEC Documents or as disclosed in Schedule 3(q), (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 CompanyCompany 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 CompanyCompany or any of its Subsidiaries; (iii) 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or any of its Subsidiary’s’ respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, for shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 50,000,000 shares of common stock, par value $0.0001 per share (“Common Stock”) of which as of the date hereof, 3,694,737 are issued and outstanding, 10,000,000 shares of preferred stock, of which as of the date hereof, 10,964,602 no shares are issued and outstanding, 2,529,378 354,605 shares are reserved for issuance pursuant to the Company’s employee incentive plan 's stock option and other options purchase plans and warrants outstanding and no 246,243 shares are reserved for issuance pursuant to securities (other than the Warrantsaforementioned options and the Notes) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of preferred stock, of which as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(pSchedule 3(k): (i) none of the Company’s 's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 capital stock of the CompanyCompany 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 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 capital stock of the CompanyCompany or any of its Subsidiaries; (iii) 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documentsobligations, other than those incurred in the ordinary course of the Company’s business '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 or made available to the Buyers Buyer true, correct and complete copies of the Company’s 's Certificate of Incorporation, as amended and as in effect on the date hereof (the “"Certificate of Incorporation”"), and the Company’s 's Bylaws, as amended and as in effect on the date hereof (the “"Bylaws”"), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized share capital stock of the Company consists of (xi) 30,000,000 shares of Common Stock43,567,567 Ordinary Shares, of which as of the date hereof, 10,964,602 shares 1,188,806 are issued and outstanding, 2,529,378 186,718 shares are reserved for issuance pursuant to the Company’s employee incentive plan stock option and other options purchase plans and warrants outstanding and no 1,033,206 shares are reserved for issuance pursuant to securities (other than the aforementioned options and Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, Ordinary Shares and (yii) 10,000,000 shares of no preferred stock, of which as of the date hereof, none shares. No Ordinary Shares are issued and outstandingheld in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are issued, fully paid and nonassessable. Except 624,731 of the Company’s issued and outstanding Ordinary Shares on the date hereof are as set forth above of the date hereof owned by Persons who are “affiliates” (as defined in this Section 3(p): Rule 405 of the 1933 Act) of the Company or any of its Subsidiaries. (i) Except as disclosed in Schedule 3(q)(i), hereto, none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; and (ii) except as disclosed in Schedule 3(q)(ii), 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 capital stock of the CompanyCompany 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 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 capital stock of the CompanyCompany or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(q)(iii), 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; (iv) except as disclosed in Schedule 3(q)(iv), there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, amounts filed in connection with the CompanyCompany or any of its Subsidiaries; (v) ), except as disclosed in Schedule 3(q)(v), there are no agreements or arrangements (other than pursuant to the Registration Rights Agreement) under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) except as disclosed in Schedule 3(q)(vi), 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 CompanyCompany or any of its Subsidiaries; (vii) except as disclosed in Schedule 3(q)(vii), there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in Schedule 3(q)(viii), neither the Company does not have nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company has no nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents but which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would could not have a Material Adverse Effect. The Company has furnished or made available to the Buyers trueTrue, correct and complete copies of the Company’s Certificate amended and restated articles of Incorporationassociation, as amended and as in effect on the date hereof (the “Certificate Amended and Restated Articles of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “BylawsAssociation”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock Ordinary Shares and the material rights of the holders thereof in respect theretothereto have heretofore been filed as part of the SEC Documents.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 200,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 7,102,843 shares are issued and outstanding, 2,529,378 14,579 shares are reserved for issuance pursuant to the Company’s employee incentive plan stock option and other options and warrants outstanding and no purchase plans, 3,162,297 shares are reserved for issuance pursuant to securities (other than the aforementioned options, the Notes and the Warrants and excluding the 120,000,000 shares reserved for the 2015 Notes and the warrants to purchase Common Stock issued to the purchasers of 2015 Notes in connection therewith (collectively, the “2015 Warrants”)) exercisable or exchangeable for, or convertible into, shares of Common Stock, and 12,000,000 shares are reserved for the 2015 Notes and/or the 2015 Warrants, (yii) 10,000,000 5,000,000 shares of preferred stock, par value $0.001 per share, 74,380 of which are issued and outstanding as of the date hereof, none are issued hereof and outstanding(iii) there are7,047,712 shares of Common Stock held by non-affiliates of the Company. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(p): (i) Schedule 3(u)(i), none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) Schedule 3(u)(ii), 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 contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional shares or capital stock of the Company 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; (iii) Schedule 3(u)(iii), there are no outstanding debt 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; (iv) Schedule 3(u)(iv), there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (v) Schedule 3(u)(v), there are no agreements or arrangements under which the Company is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) Schedule 3(u)(vi), there are no outstanding securities or instruments of the Company which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company is or may become bound to redeem a security of the Company; (vii) Schedule 3(u)(vii), there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, for shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 100,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 23,240,899 shares are issued and outstanding, 2,529,378 10,000,000 shares of preferred stock is authorized, 5,000,000 of which have been designated as Series A Preferred Stock and 5,000,000 of which have been designated as Series B Preferred Stock, of which as of the date hereof, 0 and 2,060,000 are issued and outstanding, respectively, 1,000,000 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and outstanding, 500,000 shares are reserved for issuance pursuant to warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, Stock except for shares to be issued under the Company’s 2009 Incentive Stock Plan and (y) 10,000,000 2,060,000 shares of preferred stock, of which as to be issued upon conversion of the date hereof, none are issued and Series B Preferred Stock outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above on Schedule 4.15 and in this Section 3(p): the SEC Documents: (i) none no shares of the Company’s 's capital stock is are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 CompanyCompany 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 CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as defined in Section 4.16) of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business 's or any Subsidiary's respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers Buyer upon such Buyer's request, true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), 's Articles and the Company’s 's Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 200,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares 64,078,432 are issued and outstanding, 2,529,378 3,000,000 shares are reserved for issuance pursuant to the Company’s employee incentive plan 's stock option and other options purchase plans and warrants outstanding and no 50,364,022 shares are reserved for issuance pursuant to securities (other than the aforementioned options, the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, Stock and (yii) 10,000,000 5,000,000 shares of preferred stock, no par value of which as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are issued, fully paid and nonassessable. Except as set forth above disclosed in this Section 3(pSCHEDULE 3(r): (i) none of the Company’s 's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 capital stock of the CompanyCompany 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 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 capital stock of the CompanyCompany or any of its Subsidiaries; (iii) 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business '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 or made available to the Buyers true, correct and complete copies of the Company’s Certificate 's Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”"ARTICLES OF INCORPORATION"), and the Company’s 's Bylaws, as amended and as in effect on the date hereof (the “Bylaws”"BYLAWS"), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereofMarch 13, 2007, the authorized capital stock of the Company consists consisted of (xi) 30,000,000 40,000,000 shares of Common Stock, of which as of the date hereofwhich, 10,964,602 shares 11,889,099 are issued and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no 1,333,209 shares are reserved for issuance pursuant to securities (other than the Preferred Shares and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, Stock and (yii) (x) 10,000,000 shares of preferred stockPreferred Stock (the "Existing Preferred Stock", and the certificates of designations with respect to such Existing Preferred Stock, the "Existing Certificates of Designations"), of which as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above in this Section 3(pon Schedule 3(r): (i) none of the Company’s 's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 capital stock of the CompanyCompany 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 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 capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as defined in Section 3(s)) of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business '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 or made available to the Buyers true, correct and complete copies of the Company’s 's Certificate of Incorporation, as amended and as in effect on the date hereof (the “"Certificate of Incorporation”"), and the Company’s 's Bylaws, as amended and as in effect on the date hereof (the “"Bylaws”"), and the material terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereofDecember 7, 2006, the authorized capital stock of the Company consists of (xw) 30,000,000 300,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares 149,504,927 are issued and outstanding, 2,529,378 no shares are reserved for issuance pursuant to the Company’s employee incentive plan stock option and other options purchase plans and warrants outstanding and no 384,031 shares are reserved for issuance pursuant to securities (other than the aforementioned options, the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (yx) 10,000,000 5,850,000 shares of undesignated preferred stock, of which as of the date hereof, none are issued and outstanding, (y) 150,000 shares of Series A Junior Participating Preferred Stock, par value $0.001 per share, of which as of the date hereof, none are issued and outstanding, and (z) 4,000,000 shares of Series B Preferred Stock, par value $0.001 per share, of which as of the date hereof, 1,775,166 shares are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(pSchedule 3(r): (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 capital stock of the CompanyCompany 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 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 capital stock of the CompanyCompany or any of its Subsidiaries; (iii) 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business 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 or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 100,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares 71,726,833 are issued and outstandingoutstanding (none of which are treasury shares), 2,529,378 9,545,306 shares are reserved for issuance pursuant to the Company’s employee incentive plan 's stock option and other options purchase plans and warrants outstanding and no 3,236,629 shares are reserved for issuance pursuant to securities (other than the Preferred Shares and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of preferred stock, of which as of the date hereof, none 15,000 are issued and none are outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above in this Section 3(p): disclosed on the Prior 10K, the Company's Schedule 14A filed with the SEC on July 19, 2002, or any of the Company's Quarterly Reports on Form 10Q filed with the SEC since the Prior 10K was filed: (i) none no shares of the Company’s 's capital stock is are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 CompanyCompany 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 CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as defined in Section 3(r)) of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) 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 CompanyCompany or any of its Subsidiaries (except the Preferred Shares); (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents (as defined herein) but not so disclosed in the SEC Documents, other than those incurred in the ordinary course (with respect to each of the Company’s business and (i) through (ix) above) which, individually or in the aggregate, do not or would not reasonably be expected to have a Material Adverse Effect. The Company has furnished or made available to the Buyers Buyer true, correct and complete copies of the Company’s 's Certificate of Incorporation, as amended and as in effect on the date hereof (together with any certificate of designations of any outstanding series of preferred stock of the “Certificate of Incorporation”Company, the "CERTIFICATE OF INCORPORATION"), and the Company’s 's Bylaws, as amended and as in effect on the date hereof (the “Bylaws”"BYLAWS"), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 10,000,000 shares of preferred stock, $0.001 par value per share, none of which is issued and outstanding, and 200,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 98,722,565 shares are issued and outstanding, 2,529,378 4,500,000 shares are reserved for issuance pursuant to the Company’s employee incentive plan 's stock option and other options purchase plans and warrants outstanding and no 22,670,000 shares are reserved for issuance pursuant to securities (other than the WarrantsDebentures) exercisable or exchangeable for, or convertible into, shares of Common Stock, and Stock (y) 10,000,000 shares of preferred stock, of which as of subject to increase to cover the date hereof, none are issued and outstandinganti-dilution provisions associated therewith). All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(pSchedule 3(r): (i) none of the Company’s 's share capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 share capital stock of the CompanyCompany 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 share 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 share capital stock of the CompanyCompany or any of its Subsidiaries; (iii) 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.and

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 50,000,000 shares of Common StockStock and 1,000,000 shares of preferred stock, par value $0.01 per share, of which as of the date hereof, 10,964,602 32,177,574 shares of Common Stock are issued and outstanding, 2,529,378 4,442,286 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares of Common Stock are reserved for issuance pursuant to securities (other than the Preferred Shares and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 no shares of preferred stock, of which as of stock (other than the date hereof, none Preferred Shares) are issued and outstandingoutstanding or reserved for issuance. All of such outstanding or reserved shares have been, or upon issuance will be, validly issued and are issued, fully paid and nonassessablenon-assessable. Except as set forth above in this Section 3(p): on Schedule 2.15, (i) none of the Company’s share capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; Company and (ii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities. Except as set forth on Schedule 2.15, (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 share capital stock of the CompanyCompany 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 share 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 share capital stock of the Company; (iii) there are no outstanding debt 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 boundany of its Subsidiaries; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (vii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Securities Act; (viiii) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiiiv) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan plans or agreementagreements; and (ixv) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but and not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers Investors true, correct and complete copies of the Company’s Amended and Restated Certificate of Incorporation, as amended and as in effect on the date hereof Incorporation (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof Bylaws (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. The name, capital structure and ownership of each Subsidiary of the Company on the date of this Agreement are as set forth in Schedule 2.15. All of the outstanding capital stock of, or other interest in, each such Subsidiary has been validly issued, and is fully paid and nonassessable. Except for the Subsidiaries set forth on Schedule 2.15, on the date of this Agreement, the Company has no equity interest in any Person.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 200,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 91,259,425 shares are issued and outstanding, 2,529,378 7,488,001 shares are reserved for issuance pursuant to the Company’s employee incentive plan 's stock option and other options purchase plans and warrants outstanding and no 28,125,000 shares are reserved for issuance pursuant to securities (other than the aforementioned options, the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (yii) 10,000,000 23,000,000 shares of the Company's blank check preferred stock, par value $0.001 per share, of which as of the date hereof, none no shares are issued and outstanding, and (iii) 2,000,000 shares of the Company’s Series A Convertible Preferred Stock, par value $0.001 per share, of which as of the date hereof, no shares are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(pSchedule 3(r): (i) none of the Company’s 's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 CompanyCompany 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 CompanyCompany or any of its Subsidiaries; (iii) 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business 's or any of its Subsidiary's' respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s 's Certificate of Incorporation, as amended and as in effect on the date hereof (the “"Certificate of Incorporation”"), and the Company’s 's Bylaws, as amended and as in effect on the date hereof (the “"Bylaws”"), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (xi) 30,000,000 150,000,000 shares of Common Stock, of which as which, 41,663,868 shares of the date hereof, 10,964,602 shares Common Stock are issued and outstanding, 2,529,378 outstanding and 2,519,104 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities Convertible Securities (as defined below) (other than the Preferred Shares and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (yii) 10,000,000 5,000,000 shares of preferred stock, of which as of the date hereof, none are issued and outstanding. “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessablenon-assessable. Except as set forth above disclosed in this Section 3(p): the SEC Documents, (i) none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; and (ii) 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 capital stock of the CompanyCompany 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 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 capital stock of the CompanyCompany or any of its Subsidiaries; (iii) 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, amounts filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) neither the Company does not have nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company has no nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents but which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would could not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities Convertible Securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 390,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 263,038,334 shares are issued and outstanding, 2,529,378 70,000,000 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options 's outstanding option and warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (yii) 10,000,000 shares of the Company's preferred stock, par value $0.00003 per share (the “Preferred Stock”), of which as of the date hereof, none no shares are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessablenon-assessable. Except as set forth above in this the Section 3(p): 3(r), (i) none of the Company’s 's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company other than such liens and encumbrances as may be placed or incurred, either voluntarily or involuntarily, on the Company’s capital stock by the holders thereof; and (ii) 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 CompanyCompany 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 CompanyCompany or any of its Subsidiaries; (iii) except as disclosed in the SEC Filings, 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; (iv) except as set forth in Schedule 3(r), there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business 's or any of its Subsidiary's' respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s 's Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s 's Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. The Company owns beneficially and of record 100% of the outstanding shares of stock of each SPA Subsidiary other than Xxxx, with respect to which the Company holds a 65% interest.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 shares of Common Stock3,000,000,000 Ordinary Shares, of which which, as of the date hereof, 10,964,602 shares 841,467,122 Ordinary Shares are issued and outstanding, 2,529,378 shares 80,000,000 Ordinary Shares are reserved for issuance pursuant to the Company’s employee incentive plan stock option plans and other options and warrants outstanding and no shares 2,078,532,878 Ordinary Shares are reserved for issuance pursuant to securities (other than the Warrantsaforementioned options and the Bonus Shares) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of preferred stock, of which as of the date hereof, none are issued and outstandingOrdinary Shares. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above in this Section 3(p): (i) none None of the Company’s capital stock is subject to preemptive rights rights, charges, pledges, security interest, right of first refusal, or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and . Except as disclosed in an applicable subsection of Section 5.9 of the Company Disclosure Letter, (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 CompanyCompany 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 CompanyCompany or any of its Subsidiaries; (iiiii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness borrowed funds of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or bound exceeding $US100,000 in the aggregate, filed in connection with the Company; (viii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its securities under the 1933 Act (except pursuant to the Registration Rights Agreement)their securities; (viiv) 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 CompanyCompany or any of its Subsidiaries; (viiv) there are no securities or instruments containing anti-dilution or similar provisions that and to the extent the Company does have securities or instruments with such provisions, none of which will be triggered by the issuance of the SecuritiesBonus Shares, including the Milestone Shares; (viiivi) neither the Company does not have nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ixvii) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC ISA Documents but not so disclosed in the SEC ISA Documents, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers Investors true, correct and complete copies of the Company’s Certificate Articles of IncorporationAssociation, as amended and as in effect on the date hereof (the “Certificate Articles of IncorporationAssociation”), and the Company’s BylawsMemorandum of Association, if applicable, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect theretohereof.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 500,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares 5,449,869 are issued and outstanding, 2,529,378 1,225,000 shares are reserved for issuance pursuant to the Company’s employee incentive plan 's stock option and other options purchase plans and warrants outstanding and no 1,200,000 shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 1,500,000 shares of preferred stock, of which as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section Schedule 3(p): (i) none no shares of the Company’s 's capital stock is are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 CompanyCompany 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 CompanyCompany or any of its Subsidiaries; (iii) 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business '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 or made available to the Buyers Buyer true, correct and complete copies of the Company’s Certificate 's Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate "Articles of Incorporation”"), and the Company’s 's Bylaws, as amended and as in effect on the date hereof (the “"Bylaws”"), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 100,000,000 shares of Common StockStock and (ii) 25,000,000 shares of preferred stock, of which as $0.01 par value. As of the date hereofof this Agreement, 10,964,602 the capitalization of the Company is as set forth on Schedule 3(r) to this Agreement, which is specifically incorporated herein by this reference. Other than as set forth in Schedule 3(r) to this Agreement, there are no other shares are issued and outstandingof capital stock of the Company issued, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are or reserved for issuance pursuant to securities (other than the Preferred Shares and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of preferred stock, of which as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(pSchedule 3(r): (i) none of the Company’s share capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 share capital stock of the CompanyCompany 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 share 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 share capital stock of the CompanyCompany or any of its Subsidiaries; (iii) 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business 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 or made available to the Buyers Buyer true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), ) and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 shares of Common Stock40,000,000 Ordinary Shares, of which as of the date hereofwhich, 10,964,602 shares 16,150,077 are issued and outstanding, 2,529,378 shares outstanding (1,272,244 of which are reserved for issuance pursuant to the Company’s employee incentive plan represented by ADSs) and other options and warrants outstanding and no 6,534,385 shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of preferred stock, of which as Ordinary Shares. As of the date hereof, none no shares of preferred stock have been authorized. 446,827 Ordinary Shares are issued and outstandingheld in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessable. 1,654,649 shares of the Company's issued and outstanding Ordinary Shares on the date hereof are as of the date hereof owned by Persons who are "affiliates" (as defined in Rule 405 of the 0000 Xxx) of the Company or any of its Subsidiaries. Except as set forth above disclosed in this Section 3(p): Schedule 3(q) (i) none of the Company’s 's or any Subsidiary's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; and (ii) except as disclosed in Schedule 3(q)(ii), 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 capital stock of the CompanyCompany 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 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 capital stock of the CompanyCompany or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(q)(iii), other than trade payables in the ordinary course of business, 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; (iv) except as disclosed in Schedule 3(q)(iv), there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, amounts filed in connection with the CompanyCompany or any of its Subsidiaries; (v) except as disclosed in Schedule 3(q)(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 its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) except as disclosed in Schedule 3(q)(vi), 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 CompanyCompany or any of its Subsidiaries; (vii) except as disclosed in Schedule 3(q)(vii), there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) neither the Company does not have nor any Subsidiary has any stock appreciation rights or “"phantom stock” " plans or agreements or any similar plan or agreement; and (ix) neither the Company has no nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents but which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business 's or its Subsidiaries' respective businesses and which, individually or in the aggregate, do not or would could not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate 's Articles of IncorporationAssociation, as amended and as in effect on the date hereof (the “Certificate "Articles of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”Association"), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock Ordinary Shares and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 100,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 23,240,899 shares are issued and outstanding, 2,529,378 10,000,000 shares of preferred stock is authorized, 5,000,000 of which have been designated as Series A Preferred Stock and none of which are issued and outstanding, , no shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 Stock except for shares of preferred stock, of which as of to be issued under the date hereof, none are issued and outstandingCompany’s 2009 Incentive Stock Plan. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above on Schedule 4.15 and in this Section 3(p): the SEC Documents: (i) none no shares of the Company’s 's capital stock is are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 CompanyCompany 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 CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as defined in Section 4.16) of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business 's or any Subsidiary's respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers Buyer upon such Buyer's request, true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), 's Articles and the Company’s 's Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof and as of each Closing Date, the Company has or will have, as the case may be, an authorized, issued and outstanding capitalization as is set forth in the Registration Statement and the Prospectus (subject, in each case, to the issuance of Ordinary Shares upon exercise of share options and warrants disclosed as outstanding in the Registration Statement and the Prospectus, the grant or issuance of options or shares under existing equity compensation plans or share purchase plans described in the Registration Statement or the Prospectus, and the issuance of ADSs under the Existing ATM (as defined in the Certificate of Designations)), and such authorized share capital conforms to the description thereof set forth in the Registration Statement and the Prospectus. The form of certificates for the Preferred Shares and the Conversion Shares, as applicable, will conform to the corporate law of the jurisdiction of the Company's incorporation. As of the date hereof, the authorized share capital stock of the Company consists of (x1) 30,000,000 shares of Common Stock999,643,250,556 Class A Ordinary Shares, of which as of the date hereof, 10,964,602 shares 2,515,497,333 Class A Ordinary Shares are issued and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants2) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of preferred stock356,624,444 Class B Ordinary Shares, of which as of the date hereof, none 311,624,444 Class B Ordinary Shares are issued and outstanding. All , (3) 125,000 Preferred Shares, par value US$0.00000005 per share, none of such outstanding shares have been, or upon issuance will be, validly which are issued and are fully paid and nonassessable. outstanding as of the date hereof Except as set forth above disclosed in this Section 3(p): (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and General Disclosure Package (ii) 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 contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company 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; (iii) there are no material outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as defined in the Certificate of Designations) of the Company or any of its Significant Subsidiaries or by which the Company or any of its Significant Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Significant Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Significant Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) there are no outstanding securities or instruments of the Company or any of its Significant 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 Significant Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Significant Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock share appreciation rights or “"phantom stock” share" plans or agreements or any similar plan or agreement; and (ix) the Company has and its Significant Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents Registration Statement and Prospectus but not so disclosed in the SEC DocumentsRegistration Statement and Prospectus, other than those incurred in the ordinary course of the Company’s business 's or any of its Significant Subsidiary's respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to General Disclosure Package sets forth the Buyers true, correct and complete copies material terms of any outstanding warrants of the Company’s Certificate of Incorporation, as amended including, without limitation, the exercise price, put rights or other special features and as in effect on the expiration date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect theretothereof.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 70,000,000 shares of Common Stock, of which as of the date hereofSeptember 30, 10,964,602 2006, 21,819,179 shares are issued and outstanding, 2,529,378 2,054,583 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no 8,408,448 shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 1,000,000 shares of Class A preferred stock, of which as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above in this Section 3(p3(r) or on Schedule 3(r): (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 CompanyCompany 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 capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (viiv) 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 CompanyCompany or any of its Subsidiaries; and (viiv) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (viiivi) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available filed as exhibits to the Buyers SEC Documents true, correct and complete copies of the Company’s Certificate Restated Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate Articles of Incorporation”), and the Company’s BylawsRestated By-Laws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 200,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 32,050,366 shares are issued and outstanding, 2,529,378 1,000,000 shares are reserved for issuance pursuant to the Company’s employee incentive plan stock option and other options purchase plans and warrants outstanding and no 10,295,018 shares are reserved for issuance pursuant to securities (other than the aforementioned options, the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 . All outstanding shares of preferred stock, of which as of the date hereof, none are issued and outstanding. All of such outstanding shares Company’s capital stock have been, or upon issuance will be, validly issued and are are, or upon issuance will be, fully paid and nonassessable. Except as set forth above in this Section 3(p): With respect to any debt or equity instruments of the Company and its Subsidiaries, (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 capital stock of the CompanyCompany 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 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 capital stock of the CompanyCompany or any of its Subsidiaries; (iii) 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business 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 Issuer Parties have furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate certificate of Incorporationincorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), the Guarantor’s certificate of incorporation, as amended and as in effect on the date hereof (the “Guarantor Charter”), and the Guarantor’s bylaws, as amended and as in effect on the date hereof (the “Guarantor Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 70,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 37,031,258 shares are issued and outstanding, 2,529,378 no shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of preferred stock, of which as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above on Schedule 3(r) and in this Section 3(p): the SEC Documents: (i) none no shares of the Company’s 's capital stock is are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 CompanyCompany 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 CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as defined in Section 3(s)) of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business 's or any Subsidiary's respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers Buyer upon such Buyer's request, true, correct and complete copies of the Company’s Certificate 's Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate Articles of Incorporation”), and the Company’s 's Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (xi) 30,000,000 100,000,000 shares of Common Stock, of which as which, 37,792,530 shares of the date hereof, 10,964,602 shares Common Stock are issued and outstanding, 2,529,378 outstanding and 12,334,589 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities Convertible Securities (as defined below) (other than the Preferred Shares and the Warrants) and (ii) 20,000,000 shares of preferred stock, none of which are issued and outstanding. “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or convertible intowhich otherwise entitles the holder thereof to acquire, shares any capital stock or other security of the Company (including, without limitation, Common Stock, and (y) 10,000,000 shares or any of preferred stock, of which as of the date hereof, none are issued and outstandingits Subsidiaries. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessablenon-assessable. Except as set forth above disclosed in this Section 3(p): the SEC Documents, (i) none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; and (ii) 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 capital stock of the CompanyCompany 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 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 capital stock of the CompanyCompany or any of its Subsidiaries; (iii) 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, amounts filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) neither the Company does not have nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company has no nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents but which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would could not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities Convertible Securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 150,000,000 shares of Company Common Stock, of which as of the date hereof, 10,964,602 32,810,830 shares are issued and outstanding, 2,529,378 options for the purchase of 5,167,974 shares are reserved for issuance outstanding pursuant to the Company’s employee incentive stock option plan, stock purchase plan and other options non plan options, and warrants outstanding and no 6,646,514 shares are reserved for issuance issuable pursuant to securities (other than the aforementioned options, the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Company Common Stock, and (y) 10,000,000 2,000,000 shares of preferred stock, of which as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed herein and in this Section 3(pSchedule 3(q) and other than the Amended and Restated Senior Convertible Notes of the Company issued to the Buyers pursuant to the Conversion and Amendment Agreements (as defined below) (the “February Notes”): (i) none no shares of the Company’s capital stock is are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 CompanyCompany 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 CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as defined in Section 3(r)) of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents (as defined herein) but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business 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 or made available to the Buyers Buyer, to the extent not available on the XXXXX system in the SEC Documents filed at least 10 days prior to the date hereof, true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Company Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereofExecution Date, the authorized capital stock of the Company consists of (xi) 30,000,000 250,000,000 shares of Common Stock, of which as of the date hereofExecution Date, 10,964,602 shares 2,554,197 are issued and outstanding, 2,529,378 shares none are reserved for issuance pursuant to the Company’s employee incentive plan stock option and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, purchase plans and (yii) 10,000,000 shares of preferred stock, of which $0.0001 par value per share and, as of the date hereofExecution Date, none no shares of which are issued and outstanding. All of such the Company’s outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. The capitalization of the Company immediately prior to the Closing Date is set forth on Schedule 3(r)(A) attached hereto and the capitalization of the Company immediately following the Closing Date is set forth on Schedule 3(r)(B) attached hereto. Except as set forth above disclosed in Schedule 3(r)(C), other than with respect to the securities issued pursuant to this Section 3(p): Agreement, (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 capital stock of the CompanyCompany 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 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 capital stock of the CompanyCompany or any of its Subsidiaries; (iii) 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does has not have issued any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreementrights; and (ix) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents Financial Statements in accordance with GAAP but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do not or would not have a Material Adverse EffectFinancial Statements. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate certificate of Incorporationincorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 10,000,000 shares of Preferred Stock, of which as of the date hereof, none of which are issued and outstanding, 80,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 19,017,819 shares are issued and outstanding, 2,529,378 1,622,000 shares of Common Stock are reserved for issuance pursuant to the Company’s 's employee incentive plan and other options and warrants outstanding and no 2,149,430 shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of preferred stock, of which as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance in accordance with the terms thereof will be, validly issued and are fully paid and nonassessable. Except as set forth above in this Section 3(p): SCHEDULE 3(Q), at the date hereof (i) none No shares of the Company’s 's capital stock is are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 CompanyCompany or any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional capital stock of the Company or any Subsidiary 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 CompanyCompany or any Subsidiary; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as defined in Section 3(r)) of the Company or any Subsidiary or by which the Company or any Subsidiary is or may become boundbound which in the aggregate amount to more than $50,000; (iv) there are no financing statements securing obligations in any material amounts, either singly or amounts in excess of $50,000 in the aggregate, filed in connection with the Company; (v) there are no agreements or arrangements under which the Company or any Subsidiary is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any Subsidiary which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the CompanyCompany or any Subsidiary; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents (as defined herein) but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business 's or any Subsidiary's respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers Buyer true, correct and complete copies of the Company’s 's Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”)hereof, and the Company’s 's Bylaws, as amended and as in effect on the date hereof (the “Bylaws”)hereof, and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. SCHEDULE 3(Q) sets forth the capitalization of the Company and any of its Subsidiaries, immediately following the Closing including the number of shares of the following: (i) issued and outstanding Common Stock; (ii) issued stock options; (iii) stock options not yet issued but reserved for issuance; (iv) each series of preferred stock; (v) warrants or stock purchase rights, if any; and (v) any securities convertible into or exchangeable for shares of Common Stock or Preferred Stock.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (xi) 30,000,000 150,000,000 shares of Common Stock, of which as which, 2,113,570 shares of the date hereof, 10,964,602 shares Common Stock are issued and outstanding, 2,529,378 outstanding and 1,064,232 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities Convertible Securities (as defined below) (other than the Preferred Shares and the Warrants) and (ii) 50,000,000 shares of preferred stock, none of which are issued and outstanding. “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or convertible intowhich otherwise entitles the holder thereof to acquire, shares any capital stock or other security of the Company (including, without limitation, Common Stock, and (y) 10,000,000 shares or any of preferred stock, of which as of the date hereof, none are issued and outstandingits Subsidiaries. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessablenon-assessable. Except as set forth above disclosed in this Section 3(p): the SEC Documents, (i) none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; and (ii) 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 capital stock of the CompanyCompany 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 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 capital stock of the CompanyCompany or any of its Subsidiaries; (iii) 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, amounts filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) neither the Company does not have nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company has no nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents but which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would could not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities Convertible Securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 500,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 27,638,815 shares are issued and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no 39,617,507 shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, Stock and (yii) 10,000,000 shares of preferred stock, of which which, (A) 1,250,000 shares have been designated as of the date hereofSeries A Preferred Stock and (B) 1,500,000 shares have been designated as Series B Preferred Stock, none and in each case, no shares are issued and outstanding. No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessablenon-assessable. Except as set forth above in this Section 3(p): (i) none 801,009 shares of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “Affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “Affiliates” without conceding that any such Persons are “Affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; Company or any Subsidiary and (ii) 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 capital stock of the CompanyCompany 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 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 capital stock of the Company; Company or any of its Subsidiaries. Except as set forth in the SEC Documents, (iiiA) 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; (ivB) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, amounts filed in connection with the CompanyCompany or any of its Subsidiaries; (vC) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights this Agreement); (viD) 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 CompanyCompany or any of its Subsidiaries; (viiE) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiiF) neither the Company does not have nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ixG) neither the Company has no nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents but which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would could not reasonably be expected to have a Material Adverse Effect. The Company has furnished or made available to the Buyers SEC Documents contain true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 shares of Common Stock25,000,000 Ordinary Shares, of which as of the date hereof, 10,964,602 shares 6,052,418 are issued and outstanding, 2,529,378 610,156 shares are reserved for issuance pursuant to the Company’s employee incentive plan stock option and other options purchase plans and warrants outstanding and no 712,387 shares are reserved for issuance pursuant to securities (other than the aforementioned options and Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, Ordinary Shares and (yii) 10,000,000 shares of no preferred stock, of which as of the date hereof, none shares. No Ordinary Shares are issued and outstandingheld in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except 2,240,089 of the Company’s issued and outstanding Ordinary Shares on the date hereof are as set forth above of the date hereof owned by Persons who are “affiliates” (as defined in this Section 3(p): Rule 405 of the 1933 Act) of the Company or any of its Subsidiaries. (i) Except as disclosed in Schedule 3(q)(i), hereto, none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; and (ii) except as disclosed in Schedule 3(q)(ii), 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 capital stock of the CompanyCompany 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 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 capital stock of the CompanyCompany or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(q)(iii), 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; (iv) except as disclosed in Schedule 3(q)(iv), there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, amounts filed in connection with the CompanyCompany or any of its Subsidiaries; (v) ), except as disclosed in Schedule 3(q)(v), there are no agreements or arrangements (other than pursuant to the Registration Rights Agreement) under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) except as disclosed in Schedule 3(q)(vi), 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 CompanyCompany or any of its Subsidiaries; (vii) except as disclosed in Schedule 3(q)(vii), there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in Schedule 3(q)(viii), neither the Company does not have nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company has no nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents but which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would could not have a Material Adverse Effect. The Company has furnished or made available to the Buyers trueTrue, correct and complete copies of the Company’s Certificate amended and restated articles of Incorporationassociation, as amended and as in effect on the date hereof (the “Certificate Articles of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “BylawsAssociation”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock Ordinary Shares and the material rights of the holders thereof in respect theretothereto have heretofore been filed as part of the SEC Documents.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of 210,000,000 shares, comprised of (x) 30,000,000 200,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 37,563,392 shares are issued and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of preferred stock, par value $0.01 per share, of which as 600,000 shares are designated Series B nonredeemable convertible preferred stock, of the date hereof, none which 475,087 shares are issued and outstanding, and no other shares of the Company’s preferred stock are issued or outstanding. All of such outstanding shares of the Company’s capital stock have been, or upon issuance will be, validly issued and are are, or upon issuance will be, fully paid and nonassessable. Except as set forth above in this Section 3(p): described on Schedule 3(q), with respect to any debt or equity instruments of the Company and its Subsidiaries, (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 capital stock of the CompanyCompany 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 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 capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (viv) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (viv) 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 CompanyCompany or any of its Subsidiaries; (viivi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiivii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ixvii) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business 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 or made available to the Buyers Buyers, through XXXXX, true, correct and complete copies of the Company’s Certificate certificate of Incorporationincorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized share capital stock of the Company Parent consists of (xi) 30,000,000 shares an unlimited number of Common StockShares, of which as of the date hereof, 10,964,602 shares 252,100,672 Common Shares are issued and outstanding, 2,529,378 shares 15,371,818 Common Shares are reserved for issuance pursuant to the Company’s employee incentive plan Parent's and other options its Subsidiaries' stock option and warrants outstanding purchase plans and no shares 9,135,000 Common Shares are reserved for issuance pursuant to securities (other than the Warrantsaforementioned options and the Preferred Shares) exercisable or exchangeable for, or convertible into, shares of Common StockShares, and (yii) 10,000,000 shares an unlimited number of preferred stockpreference shares, issuable in series, of which as of the date hereof, none 1,316,000 shares are issued and outstanding. As of the date hereof, the authorized share capital of Namoya consists of (i) an unlimited number of common shares ("Namoya Common Shares"), of which as of the date hereof 1,000,100 common shares are issued and outstanding and (ii) 20,000 redeemable preferred shares, of which as of the date hereof, no preferred shares are issued and outstanding. As of the date hereof, the authorized share capital of Twangiza consists of (i) an unlimited number of common shares ("Twangiza Common Shares"), of which as of the date hereof 1,000,100 common shares are issued and outstanding and (ii) 20,000 redeemable preferred shares, of which as of the date hereof, no preferred shares are issued and outstanding. All of such outstanding shares of the Parent and each Company have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(pSchedule 3(s): (i) none of the Parent's or either Company’s 's share capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; Parent or either Company and (ii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities. Except as set forth above and in the SEC-CSA Documents: (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 CompanyParent or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company Parent or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company Parent 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 CompanyParent or any of its Subsidiaries; (iiiii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company Parent or any of its Subsidiaries or by which the Company Parent or any of its Subsidiaries is or may become bound, other than as disclosed in Schedule 3(t); (iviii) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyParent or any of its Subsidiaries; (viv) there are no agreements or arrangements under which the Company Parent or any of its Subsidiaries is obligated to register or qualify the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)or under any applicable Canadian Securities Laws; (viv) other than the outstanding preference shares of the Parent and the outstanding preferred shares of Banro Group (Barbados) Limited, there are no outstanding securities or instruments of the Company Parent 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 Parent or any of its Subsidiaries is or may become bound to redeem a security of the CompanyParent or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiivi) the Company Parent does not have any stock appreciation rights or “"phantom stock” " plans or agreements or any similar plan or agreement; and (ixvii) the Company has Parent and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC SEC-CSA Documents but not so disclosed in the SEC SEC-CSA Documents, other than those incurred in the ordinary course of the Company’s business Parent's or any of its Subsidiaries' respective businesses and which, individually or in the aggregate, do not or would not reasonably be expected to have a Material Adverse Effect. The Company Parent has furnished or made available to the Buyers each Buyer true, correct and complete copies of the Parent's and each Company’s Certificate of Incorporation's articles, bylaws and other constating documents in each case, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”)hereof, and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock Shares and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized share capital stock of the Company consists of (xi) 30,000,000 shares of 300,000,000 Common StockShares, of which as of the date hereof, 10,964,602 shares 81,858,138 are issued and outstanding, 2,529,378 9,500,000 shares are reserved for issuance pursuant to the Company’s employee incentive plan stock option and other options purchase plans and warrants outstanding and no 12,543,305 shares are reserved for issuance pursuant to securities (other than the aforementioned options and Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, Shares and (yii) 10,000,000 shares of 2,000,000 preferred stockshares, of which as of the date hereof, none are issued and outstanding. No Common Shares are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are issued, fully paid and nonassessable. Except 70,048,362 of the Company’s issued and outstanding Common Shares on the date hereof are as set forth above of the date hereof owned by Persons who are “affiliates” (as defined in this Section 3(p): Rule 405 of the 1933 Act) of the Company or any of its Subsidiaries. (i) Except as disclosed in the SEC Documents, none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; and (ii) except as disclosed in the SEC Documents, 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 capital stock of the CompanyCompany 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 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 capital stock of the CompanyCompany or any of its Subsidiaries; (iii) except as disclosed in the SEC Documents, 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; (iv) except as disclosed in as disclosed in the SEC Documents, there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, amounts filed in connection with the CompanyCompany or any of its Subsidiaries; (v) ), except as disclosed in the SEC Documents, there are no agreements or arrangements (other than pursuant to the Registration Rights Agreement) under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) as disclosed in the SEC Documents, 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 CompanyCompany or any of its Subsidiaries; (vii) except as disclosed in the SEC Documents, there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in the SEC Documents, neither the Company does not have nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company has no nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents but which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would could not have a Material Adverse Effect. The Company has furnished or made available to the Buyers trueTrue, correct and complete copies of the Company’s Amended and Restated Certificate of Incorporation, as amended and as in effect on the date hereof (the “Amended and Restated Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock Shares and the material rights of the holders thereof in respect theretothereto have heretofore been filed as part of the SEC Documents.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 100,000,000 shares of Common StockStock and (ii) 10,000,000 shares of preferred stock, $.10 par value per share. As of which as September 30, 2004, there were approximately 41,734,407 shares of the date hereof, 10,964,602 shares are Common Stock issued and outstanding, 2,529,378 approximately 9,127,139 shares are of Common Stock reserved for issuance pursuant to the Company’s employee incentive plan 's stock option and other options purchase plans, and warrants outstanding and no approximately 5,287,310 shares are of Common Stock reserved for issuance pursuant to securities (other than the WarrantsNotes) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 stock. There were no shares of preferred stock, of which stock outstanding as of the date hereofSeptember 30, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable2004. Except as set forth above disclosed in this Section 3(pSchedule 3(u): (i) none of the Company’s 's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) other than pursuant to the Company's stock option and purchase plans, 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 capital stock of the CompanyCompany 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 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 capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (viiv) there are no outstanding equity 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 an equity security of the CompanyCompany or any of its Subsidiaries; (viiv) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (viiivi) the Company does not have any stock appreciation rights or “"phantom stock” " plans or agreements or any similar plan or agreement; and (ix) the Company has no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers each Buyer true, correct and complete copies of the Company’s 's Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”"CERTIFICATE OF INCORPORATION"), and the Company’s 's Bylaws, as amended and as in effect on the date hereof (the “Bylaws”"BYLAWS"), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 10,000,000 shares of preferred stock, $0.001 par value per share, none of which is issued and outstanding, and 200,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 99,022,565 shares are issued and outstanding, 2,529,378 4,580,000 shares are reserved for issuance pursuant to the Company’s employee incentive plan 's stock option and other options purchase plans and warrants outstanding and no 95,323,757 shares are reserved for issuance pursuant to securities (other than the Debentures and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and Stock (y) 10,000,000 shares of preferred stock, of which as of subject to increase to cover the date hereof, none are issued and outstandinganti-dilution provisions associated therewith). All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(p): Schedule 3(r) or the Company's Quarterly Report on Form 10-Q for the period ending February 28, 2006: (i) none of the Company’s 's share capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 share capital stock of the CompanyCompany 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 share 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 share capital stock of the Company; (iii) there are no outstanding debt 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (v) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company is or may become bound to redeem a security of the Company; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.its

Equity Capitalization. As of the date hereofEffective Date, the authorized capital stock of the Company consists of (x) 30,000,000 2,010,000,000 shares of Common Stockcapital stock, of which as of the date hereof, 10,964,602 2,000,000,000 shares are issued and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of are preferred stock, of which as 45,000 shares are designated Series B Preferred Stock, 25,000 shares will be designated Series C Preferred Stock and, after filing of the date hereofCertificate of Designation, none are issued 9,930,000 shares will be undesignated Preferred Stock. As of April 9, 2024, the Company had 64,473,548 shares of Common Stock outstanding, 45,000 shares of Series B Preferred Stock outstanding and no shares of Series C Preferred Stock outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. 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 that have not been effectively waived as of the Closing Date. Except as set forth above in this Section 3(p): the SEC Documents or as a result of the purchase and sale of the Preferred Shares and the Warrants: (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 capital stock of the CompanyCompany 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 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 capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing material Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Securities Act (except for the registration rights granted pursuant to the Registration Rights AgreementSection 8 hereof); (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (viii) the Company does not and its Subsidiaries have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would not reasonably be expected to have a Material Adverse Effect. The Company has furnished or made available to the Buyers Purchasers, or filed as exhibits to the SEC Documents, true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereofExecution Date, the authorized capital stock of the Company consists of (xi) 30,000,000 250,000,000 shares of Common Stock, of which as of the date hereofExecution Date, 10,964,602 131,554,197 shares are issued and outstanding, 2,529,378 outstanding and 118,445,803 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (yii) 10,000,000 shares of preferred stock, of which $0.0001 par value per share and, as of the date hereofExecution Date, none 716,938.752 shares of which are issued and outstanding. All of such the Company’s outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. The capitalization of the Company immediately prior to the Closing Date is set forth on Schedule 3(r)(A) attached hereto and the capitalization of the Company immediately following the Closing Date is set forth on Schedule 3(r)(B) attached hereto. Except as set forth above disclosed in Schedule 3(r)(C), other than with respect to the securities issued pursuant to this Section 3(p): Agreement, (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 capital stock of the CompanyCompany 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 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 capital stock of the CompanyCompany or any of its Subsidiaries; (iii) 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does has not have issued any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreementrights; and (ix) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents Financial Statements in accordance with GAAP but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do not or would not have a Material Adverse EffectFinancial Statements. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate certificate of Incorporationincorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 150,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 12,561,943 shares are issued and outstanding, 2,529,378 1,844,161 shares are reserved for issuance pursuant to the Company’s employee incentive plan 's stock option and other options purchase plans and warrants outstanding and no 1,221,443 shares are reserved for issuance pursuant to securities (other than the aforementioned options, the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (yii) 10,000,000 50,000,000 shares of preferred Class B common stock, par value $0.0001 per share, none of which are issued and outstanding as of the date hereof, (iii) 50,000,000 shares of preferred stock, par value $0.0001 per share, none of which are issued and outstandingoutstanding as of the date hereof and (iii) there are 10,857,067 shares of Common Stock held by non-affiliates of the Company. All of such outstanding shares have been, or upon issuance will be, been validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(p): (i) Schedule 3(u)(i), none of the Company’s 's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) Schedule 3(u)(ii), 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 CompanyCompany 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 or 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 CompanyCompany or any of its Subsidiaries; (iii) Schedule 3(u)(iii), 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; (iv) Schedule 3(u)(iv), there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (v) Schedule 3(u)(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 its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) Schedule 3(u)(vi), 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 CompanyCompany or any of its Subsidiaries; (vii) Schedule 3(u)(vii), there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) Schedule 3(u)(viii), neither the Company does not have nor any Subsidiary has any stock appreciation rights or “"phantom stock” " plans or agreements or any similar plan or agreement; and (ix) Schedule 3(u)(ix), the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business 's or any of its Subsidiary's' respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate 's Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate "Articles of Incorporation”"), and the Company’s 's Bylaws, as amended and as in effect on the date hereof (the “"Bylaws”"), and the terms of all securities convertible into, or exercisable or exchangeable for, for shares of Common Stock and the material rights of the holders thereof in respect thereto. The form of certificates for the Conversion Shares and the Warrant Shares, as applicable, will conform to the corporate law of the jurisdiction of the Company's incorporation.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 100,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares 26,006,266 are issued and outstanding, 2,529,378 4,172,784 shares are reserved for issuance pursuant to the Company’s employee incentive plan equity compensation plans and other options agreements and warrants outstanding and no 1,541,941 shares are reserved for issuance pursuant to securities (other than the Warrantsaforementioned equity compensation plans and agreements and the Notes) exercisable or exchangeable for, or convertible into, shares of Common Stock, Stock and (y) 10,000,000 5,000,000 shares of preferred stock, par value $0.001 per share, of which as of the date hereof, none hereof no shares are issued and outstanding. All of such outstanding shares have been, or upon issuance in accordance with their respective terms, will be, validly issued and are fully paid and nonassessable. Except as set forth disclosed above or in this Section 3(p): Schedule 3(q) (or in the cases of (iii) and (iv) below, Schedule 3(r)) or except as created under the Transaction Documents: (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 capital stock of the CompanyCompany 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 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 capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness in excess of $100,000, individually, or $500,000, in the aggregate from any one lender (together with such lender’s affiliates) of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business 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 or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereofNovember 16, 2009, the authorized capital stock of the Company consists of (xa) 30,000,000 300,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares 283,803,343 are issued and outstanding, 2,529,378 288,081 shares are reserved and available for issuance pursuant to the Company’s employee incentive plan stock option and other options purchase plans and warrants outstanding and no 862,965 shares are reserved for issuance pursuant to securities (other than the Warrantsaforementioned options) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (yb) 10,000,000 5,850,000 shares of undesignated preferred stock, of which as of the date hereof, none are issued and outstanding, (c) 150,000 shares of Series A Junior Participating Preferred Stock, par value $0.001 per share, of which as of the date hereof, none are issued and outstanding, and (d) 4,000,000 shares of Series B Preferred Stock, par value $0.001 per share, of which as of the date hereof, 2,362,745 shares are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessablenonassessable and were not issued in violation of any preemptive rights. Except as set forth above disclosed in Schedule 3.16 or pursuant to this Section 3(p): Agreement: (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 capital stock of the CompanyCompany 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 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 capital stock of the CompanyCompany or any of its Subsidiaries; (iii) 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Securities Act; (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than than, with respect to this clause (ix), those incurred in the ordinary course of the Company’s business 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 or made available to the Buyers Investor true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), Incorporation and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 24,701,639 shares are issued and outstanding, 2,529,378 3,364,940 shares are reserved for issuance pursuant to the Company’s 's employee incentive plan and other options and warrants outstanding and no 1,650,000 shares are reserved for issuance pursuant to securities (other than the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 2,000,000 shares of preferred stock, of which as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(p): the Company's Prospectus Supplement dated February 21, 2003: (i) none no shares of the Company’s 's capital stock is are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 CompanyCompany or its Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or its Subsidiary is or may become bound to issue additional shares of capital stock of the Company or its Subsidiary 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 CompanyCompany or its Subsidiary; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as defined in Section 3(r)) of the Company or its Subsidiary or by which the Company or its Subsidiary is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (v) there are no agreements or arrangements under which the Company or its Subsidiary is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or its Subsidiary which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or its Subsidiary is or may become bound to redeem a security of the CompanyCompany or its Subsidiary; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has and its Subsidiary have no liabilities or obligations required to be disclosed in the SEC Documents (as defined herein) but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business 's or its Subsidiary's respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers Buyer true, correct and complete copies of the Company’s 's Certificate of Incorporation, as amended and as in effect on the date hereof (the “"Certificate of Incorporation”"), and the Company’s 's Bylaws, as amended and as in effect on the date hereof (the “"Bylaws”"), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 80,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares 23,959,702 are issued and outstanding, 2,529,378 2,177,500 shares are reserved for issuance pursuant to the Company’s employee incentive plan stock option and other options purchase plans and warrants outstanding and no 1,034,529 shares are reserved for issuance pursuant to securities (other than the aforementioned options, and the Notes or the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, Stock and (yii) 10,000,000 20,000,000 shares of preferred stock, par value $0.0001 per share, of which as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed elsewhere in this Section 3(pAgreement or the Schedules hereto, in the SEC Documents or in Schedule 3(r): (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 capital stock of the CompanyCompany 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 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 capital stock of the CompanyCompany or any of its Subsidiaries; (iii) 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business 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 or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, and prior to giving effect to the CompCare Transaction and the transactions contemplated hereby, the authorized capital stock of the Company consists of (xi) 30,000,000 200,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares 43,922,474 are issued and outstanding, 2,529,378 6,728,500 shares are reserved for issuance pursuant to the Company’s employee incentive plan stock option and other purchase plans, of which options exercisable for a total of 6,385,000 shares are outstanding, and warrants outstanding and no 917,318 shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, Stock (other 10 than the Warrants) and (yii) 10,000,000 50,000,000 shares of preferred stock, par value $.0001 per share, of which as of the date hereof, none of which shares are issued and or outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(p): 3(r) to the disclosure Schedules: (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 capital stock of the CompanyCompany 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 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 capital stock of the CompanyCompany or any of its Subsidiaries; (iii) 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business 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 or made available to the Buyers Buyer true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock The capitalization of the Company consists of (x) 30,000,000 shares of Common Stock, of which as of September 30, 2022 is as set forth in the date hereof, 10,964,602 shares are issued and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of preferred stock, of which as of the date hereof, none are issued and outstandingSEC Documents. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. The Company has not issued any capital stock since the date of its most recently filed SEC Document other than to reflect stock option and warrant exercises or vesting of restricted stock units that are not, individually or in the aggregate, material to the Company. No Person has any right of first refusal, preemptive right, right of participation, or any similar right with respect to the Securities or to participate in the transactions contemplated by the Transaction Documents that have not been effectively waived as of the Effective Date. Except as set forth above in this Section 3(p): the SEC Documents or as a result of the purchase and sale of the Securities, (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany except those which have been waived in connection with the purchase of securities contemplated hereby; and (ii) 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 capital stock of the CompanyCompany 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 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 capital stock of the CompanyCompany or any of its Subsidiaries; (iii) 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (v) except as have been disclosed in SEC 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 its their securities under the 1933 Securities Act (except pursuant to for the Registration Rights Agreementgranted pursuant to Section 8 hereof); (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business 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 each of the Purchasers, or made available filed as exhibits to the Buyers SEC Documents, true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 200,000,000 shares of Common Stock, of which which, 42,906,774 were issued and outstanding as of the date hereofSeptember 3, 10,964,602 shares are issued 2019, and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no 27,027,527 shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common StockStock (inclusive of convertible preferred stock), and (yii) 10,000,000 5,500,000 shares of preferred stock, of which 2,857,143 were issued and outstanding as of the date hereofSeptember 3, none 2019. No shares of Common Stock or preferred stock are issued and outstandingheld in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above has been disclosed in this Section 3(p): the SEC Documents: (i) none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; and (ii) 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 capital stock of the CompanyCompany 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 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 capital stock of the CompanyCompany or any of its Subsidiaries; (iii) 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, amounts filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Act (except pursuant to Act, other than agreements with the Registration Rights Agreement)Buyer; (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) neither the Company does not have nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company has no nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents but which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would could not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 45,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 16,654,550 shares are issued and outstanding, 2,529,378 1,796,121 shares are reserved for issuance pursuant to the Company’s employee incentive plan stock option and other options purchase plans and warrants outstanding and there are no shares are reserved for issuance pursuant to securities (other than the Warrantsaforementioned options and the Notes) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (yii) 10,000,000 5,000,000 shares of preferred stock, par value $0.001 per share, none of which are issued and outstanding as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(pSchedule 3(ll): (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 CompanyCompany 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 or 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 CompanyCompany or any of its Subsidiaries; (iii) 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or any of its Subsidiary’s’ respective businesses and which, individually or in the aggregate, do not or would not reasonably be expected to have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s BylawsByLaws, as amended and as in effect on the date hereof (the “BylawsByLaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, for shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 75,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 2,105,187 shares are issued and outstanding, 2,529,378 415,000 shares are reserved for issuance pursuant to the Company’s employee incentive plan 's stock option and other options and warrants outstanding purchase plans and no shares are reserved for issuance pursuant to securities (other than the aforementioned options, the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of preferred stock, of which as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. No preferred stock of the Company is authorized, issued or outstanding. Except as set forth above disclosed in this Section 3(pSchedule 3(r): (i) none of the Company’s 's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 CompanyCompany 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 CompanyCompany or any of its Subsidiaries; (iii) 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business 's or any of its Subsidiary's' respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s 's Certificate of Incorporation, as amended and as in effect on the date hereof (the “"Certificate of Incorporation”"), and the Company’s 's Bylaws, as amended and as in effect on the date hereof (the “"Bylaws”"), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 800,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 334,115,403 shares are issued and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (yii) 10,000,000 shares of preferred stock, par value $0.001 per share, of which as of the date hereof, none are issued and outstanding. Except as provided on Schedule 3(r), the Company does not have any shares reserved for issuance pursuant to the Company’s stock option plan, pursuant to outstanding options, warrants and other securities exercisable exchangeable for, or convertible into, shares of Common Stock. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above in this Section 3(p): on Schedule 3(r), (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 capital stock of the CompanyCompany 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 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 capital stock of the CompanyCompany or any of its Subsidiaries; (iii) 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; (iv) there are no effective financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries that have not been terminated or that will not be terminated on or prior to the Closing; (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 its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. Not less than $2,150,000 principal amount of debt securities identified in Schedule 3(r) will automatically convert into shares Common Stock prior to October 31, 2010. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 100,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares 49,104,580 are issued and outstanding, 2,529,378 10,000,000 shares are reserved for issuance pursuant to the Company’s employee incentive 's stock option plan (the "Plan") (of which options to purchase 2,325,000 shares of Common Stock have been issued under the Plan) and other options and warrants outstanding and no 22,140,405 shares are reserved for issuance pursuant to securities (other than the aforementioned options, the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of preferred stock, of which as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(pSchedule 3(r): (i) none of the Company’s 's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 capital stock of the CompanyCompany 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 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 capital stock of the CompanyCompany or any of its Subsidiaries; (iii) 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business '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 or made available to the Buyers true, correct and complete copies of the Company’s Certificate 's Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate "Articles of Incorporation”"), and the Company’s 's Bylaws, as amended and as in effect on the date hereof (the “"Bylaws”"), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereofApril 18, 2005, the authorized capital stock of the Company consists of (x) 30,000,000 70,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares 42,467,580 are issued and outstanding, 2,529,378 8,500,000 shares are reserved for issuance pursuant to the Company’s employee incentive plan 's stock option and other options purchase plans and warrants outstanding and no 667,247 shares are reserved for issuance pursuant to securities (other than the aforementioned options, the Preferred Shares and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares 5,000,000 of preferred stockstock of the Company, none of which as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(pSchedule 3(r): (i) none of the Company’s 's shares of capital stock is are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany (other than any liens or encumbrances created pursuant to the Transaction Documents); and (ii) 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 CompanyCompany 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 CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as defined in Section 3(s)) of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business '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 or made available to the Buyers Buyer true, correct and complete copies of the Company’s 's Amended and Restated Certificate of Incorporation, as amended and as in effect on the date hereof (the “"Certificate of Incorporation”"), and the Company’s 's Bylaws, as amended and as in effect on the date hereof (the “"Bylaws”"), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the The authorized capital stock of the Company immediately prior to the Initial Closing Date consists of (x) 30,000,000 15,000,000 shares of Common Stock, $0.0001 par value, of which as of the date hereof, 10,964,602 shares 7,866,767 are issued and outstanding, 2,529,378 and 301,613 shares are reserved for issuance upon exercise of outstanding options issued pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of preferred stock, of which as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable2007 Equity Incentive Plan. Except as disclosed in Schedule 3(o) or as set forth above in this Section 3(p): the Stockholders’ Agreement: (i) none of the Company’s 's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 capital stock of the CompanyCompany 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 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 capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (v) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) 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 CompanyCompany or any of its Subsidiaries; (viiiv) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (viiiv) the Company does not have any stock appreciation rights or “"phantom stock” " plans or agreements or any similar plan or agreement; and (ix) the Company has no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business '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 or made available to the Buyers Buyer true, correct and complete copies of the Company’s 's Amended and Restated Certificate of Incorporation, as amended and as in effect on the date hereof (the “"Certificate of Incorporation”"), and the Company’s 's Bylaws, as amended and as in effect on the date hereof (the “"Bylaws”"), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 100,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 46,366,148 shares of Common Stock are issued and outstanding, 2,529,378 2,527,449 shares of Common Stock are reserved for issuance pursuant to the Company’s employee incentive plan stock option and other options purchase plans and warrants outstanding and no 0 shares of Common Stock are reserved for issuance pursuant to securities (other than the WarrantsNotes) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 0 shares of preferred stock, of which as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(pSchedule 3(r): (i) none no shares of the Company’s capital stock is are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 CompanyCompany 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 CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (viiv) 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 CompanyCompany or any of its Subsidiaries; (viiv) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (viiivi) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available filed as exhibits to the Buyers SEC Documents true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 10,000,000,000 shares of Common Stock, of which as of which, immediately prior to the date hereofClosing, 10,964,602 383,038,334 shares are issued and outstanding, 2,529,378 outstanding and 80,000,000 shares are reserved for issuance pursuant to the Company’s employee incentive plan stock option and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities purchase plans (other than the Warrants) exercisable or exchangeable for“Plan Options”), or convertible into, shares of Common Stock, and (yii) 10,000,000 shares of preferred stock, par value $0.00003 per share, of which as of the date hereof, none no shares are issued and outstanding, and (iii) there are 163,294,134 shares of Common Stock held by non-affiliates of the Company. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above in this Section 3(p): (i) none None of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and . Except as disclosed in Schedule 3(m) or as relates to the Investor or any entity under common control with the Investor: (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 any member of the CompanyCompany Group, or contracts, commitments, understandings or arrangements by which any member of the Company Group is or may become bound to issue additional shares of capital stock of a member of the Company Group 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 a member of the Company; Company Group, (iiiii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness indebtedness of any member of the Company Group or by which any member of the Company Group is or may become bound; (iviii) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with a member of the CompanyCompany Group; (viv) or pursuant to the Registration Rights Agreement, there are no agreements or arrangements under which any member of the Company Group is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Securities Act; (viv) there are no outstanding securities or instruments of any member of the Company Group which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which a member of the Company Group is or may become bound to redeem a security of a member of the CompanyCompany Group; (viivi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiivii) no member of the Company does not have Group has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ixviii) no member of the Company Group has no any material liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the CompanyCompany Group’s business and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers SEC Documents contain true, correct and complete copies of the Company’s Certificate of Incorporation, as amended Incorporation and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, for shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereofimmediately prior to Closing, the authorized capital stock of the Company consists of (xi) 30,000,000 48 million shares of Common Stock, of which as of the date hereof, 10,964,602 8,417,200 shares are issued and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrantsii) exercisable or exchangeable for, or convertible into, 36 million shares of Common Preferred Stock, and of which as of the date hereof (yA) 10,000,000 shares of preferred stock12 million are classified as Series A Preferred Stock, of which as of the date hereof, none 9,440,200 are issued and outstanding and (B) 24 million are classified as Series B Preferred Stock, of which as of the date hereof 10,414,653.9423 are issued and outstanding. All of such currently issued and outstanding shares of Common Stock have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed herein or as disclosed in this Section 3(pSchedule 3(n): (i) none of the Company’s 's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 capital stock of the Company, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional capital stock of the Company 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 capital stock of the Company; (iii) there are no outstanding debt securities, notes, credit or loan agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as defined below) of the Company or by which the Company is bound or may become boundbe affected; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (v) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) there are no outstanding securities or instruments of the Company which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company is or may become bound to purchase, repurchase, retire or redeem a security of the Company; (vii) there are no securities or instruments containing anti-dilution or similar provisions or reset provisions that will be triggered by the issuance of the Securities; and (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 Company has no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers Buyer true, correct and complete copies of the Company’s Certificate 's Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate "Articles of Incorporation”"), and the Company’s 's Bylaws, as amended and as in effect on the date hereof (the “"Bylaws”"), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect theretothereof.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 200,000,000 shares of Common Stock, Stock of which as of the date hereof, 10,964,602 shares 78,807,012 are issued and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no 6,107,000 shares are reserved for issuance pursuant to securities (other than the aforementioned options, the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of preferred stock, of which as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(pSchedule 3(s): (i) none of the Company’s 's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 capital stock of the CompanyCompany 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 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 capital stock of the CompanyCompany or any of its Subsidiaries; (iii) 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business '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 or made available to the Buyers true, correct and complete copies of the Company’s Certificate 's Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate "Articles of Incorporation”"), and the Company’s 's Bylaws, as amended and as in effect on the date hereof (the “"Bylaws”"), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 200,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares 65,042,394 are issued and outstanding, 2,529,378 3,000,000 shares are reserved for issuance pursuant to the Company’s employee incentive plan 's stock option and other options purchase plans and warrants outstanding and no 56,710,828 shares are reserved for issuance pursuant to securities (other than the aforementioned options, the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, Stock and (yii) 10,000,000 5,000,000 shares of preferred stock, no par value of which as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are issued, fully paid and nonassessable. Except as set forth above disclosed in this Section 3(pSchedule 3(r): (i) none of the Company’s 's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 capital stock of the CompanyCompany 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 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 capital stock of the CompanyCompany or any of its Subsidiaries; (iii) 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business '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 or made available to the Buyers true, correct and complete copies of the Company’s Certificate 's Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”"ARTICLES OF INCORPORATION"), and the Company’s 's Bylaws, as amended and as in effect on the date hereof (the “Bylaws”"BYLAWS"), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock maximum number of shares the Company is authorized to issue consists of (xi) 30,000,000 shares of 150,000,000 Common StockShares, of which as of the date hereof, 10,964,602 39,585,706 shares are issued and outstanding, 2,529,378 a number of shares equal to the Required Reserved Amount (as defined in Section 3(c)) is reserved and maintained for the issuance of the Warrant Shares, 2,000,000 shares are reserved and maintained for issuance pursuant to the Company’s employee incentive plan 's share option and other options purchase plans, and warrants outstanding 7,000,000 shares are issuable to Xx. Xxxxxxxx Xx, the Chairman of the Board of Directors of the Company and the Chief Executive Officer of the Company ("Xx. Xx"), upon the Company achieving certain operating milestones pursuant to a stock purchase agreement dated April 14, 2007, and no shares are reserved for issuance pursuant to securities (other than the aforementioned options and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, Shares and (yii) 10,000,000 shares of 1,000,000 preferred stockshares, par value $0.0001 per share, of which as of the date hereof, none of such preferred shares are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(pSchedule 3(r): (i) none of the Company’s capital stock is 's shares are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 or capital stock of the CompanyCompany 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 or capital stock of the CompanyCompany or any of its Subsidiaries; (iii) 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business 's or any of its Subsidiary's' respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate 's Memorandum of IncorporationAssociation, as amended and as in effect on the date hereof (the “Certificate "Memorandum of Incorporation”Association"), and the Company’s Bylaws's Articles of Association, as amended and as in effect on the date hereof (the “Bylaws”"Articles of Association"), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock Shares and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 100,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares 39,311,450 are issued and outstanding, 2,529,378 5,000,000 shares are reserved for issuance pursuant to the Company’s employee incentive plan stock option and other options purchase plans and warrants outstanding and no 804,462 shares are reserved for issuance pursuant to securities (other than the aforementioned options, the Preferred Shares and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, Stock and (yii) 10,000,000 5,000,000 shares of preferred stock, $0.001 par value, none of which which, as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(pSchedule 3(q): (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 capital stock of the CompanyCompany 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 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 capital stock of the CompanyCompany or any of its Subsidiaries; (iii) 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents Form 10 but not so disclosed in the SEC DocumentsForm 10, other than those incurred in the ordinary course of the Company’s business 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 or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all agreements relating to securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 200,000,000 shares of Common Stock, of which as of the date hereofwhich, 10,964,602 14,394,562 shares are issued and outstanding, 2,529,378 outstanding and 3,855,370 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities Convertible Securities (as defined below) (other than the Note and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (yii) 10,000,000 shares of preferred stock, par value $0.001 per share, of which as which, 50,000 shares of the date hereof, none Series C Preferred Stock are issued and outstanding. No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessablenon-assessable. Except as set forth above disclosed in this Section 3(p): the SEC Documents, (i) none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; and (ii) there are no outstanding options, warrantswarrant, 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 capital stock of the CompanyCompany 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 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 capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (v) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company is or may become bound to redeem a security of the Company; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.Subsidiaries or

Equity Capitalization. As of the date hereofhereof (and without giving effect to the issuance of the Purchased Shares), the authorized capital stock of the Company consists of (xi) 30,000,000 5,200,000 shares of Common Stock, par value $.01 per share, of which as of the date hereof, 10,964,602 shares 2,650,895 are issued and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no 1,118,497 shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, Stock and (yii) 10,000,000 800,000 shares of preferred stock, par value $.01 per share, of which as of the date hereof, hereof none are issued and outstanding. All of such outstanding and reserved shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(p): Schedule 3(r) of the Disclosure Letter: (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings contracts or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional 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 capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or except as provided in the aggregateRegistration Rights Agreement, 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 its their securities, whether presently outstanding or securities that may be issued subsequently, under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (viiv) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and and, except as set forth in Section 4(h)(ii), there are no contracts, commitments, understandings commitments or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (viiv) there are no securities or instruments of the Company containing anti-dilution or similar provisions, other than provisions that will be triggered by for equitable adjustments upon a stock split, stock dividend, combination or similar recapitalizations with respect to the issuance of the SecuritiesCompany’s capital stock; and (viiivi) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) . To the Company’s Knowledge, no stockholder of the Company has no liabilities or obligations required entered into any agreement with respect to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course voting of equity securities of the Company’s business and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers Buyer true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xy) 30,000,000 175,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 61,730,129 shares are issued and outstanding, 2,529,378 19,622,000 shares are reserved for issuance pursuant to the Company’s 's employee incentive plan and other options and warrants outstanding and no 12,552,781 shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, Stock and (yz) 10,000,000 25,000,000 shares of preferred stock, of which as of the date hereof, none no shares are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above in this Section 3(pon Schedule 3(r): (i) none no shares of the Company’s 's capital stock is are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 CompanyCompany 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 CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as defined in Section 3(s)) of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents (as defined herein) but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business 's or any Subsidiary's respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers Buyer upon such Buyer's request, true, correct and complete copies of the Company’s 's Certificate of Incorporation, as amended and as in effect on the date hereof (the “"Certificate of Incorporation”"), and the Company’s 's Bylaws, as amended and as in effect on the date hereof (the “"Bylaws”"), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 200,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 45,915,246 shares are issued and outstanding, 2,529,378 no shares are reserved for issuance pursuant to the Company’s employee incentive plan and or other options and warrants outstanding and no 3,776,879 shares are reserved for issuance pursuant to securities (other than the aforementioned options and warrants and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, Stock and (yii) 10,000,000 50,000,000 shares of preferred stock, par value $0.001 per share, of which as of the date hereofhereof none are issued and outstanding and 1,000 shares of non-transferable preferred stock, none par value $0.001 per share, of which as of the date hereof 1,000 are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(pSchedule 3.8(p): (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 CompanyCompany 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 CompanyCompany or any of its Subsidiaries; (iii) 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Securities Act; (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or any of its Subsidiary’s’ respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available on the SEC's XXXXX system to the Buyers Subscribers true, correct and complete copies of the Company’s Certificate Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate Articles of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 200,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 32,050,366 shares are issued and outstanding, 2,529,378 14,502,435 shares are reserved for issuance pursuant to the Company’s employee incentive plan stock option and other options purchase plans and warrants outstanding and no 5,933,333 shares are reserved for issuance pursuant to securities (other than the aforementioned options, the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 . All outstanding shares of preferred stock, of which as of the date hereof, none are issued and outstanding. All of such outstanding shares Company’s capital stock have been, or upon issuance will be, validly issued and are are, or upon issuance will be, fully paid and nonassessable. Except as set forth above in this Section 3(p): With respect to any debt or equity instruments of the Company and its Subsidiaries, (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 capital stock of the CompanyCompany 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 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 capital stock of the CompanyCompany or any of its Subsidiaries; (iii) 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (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 its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the 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 Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business 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 Issuer Parties have furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate certificate of Incorporationincorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), each Guarantor’s certificate of incorporation, as amended and as in effect on the date hereof (collectively, the “Guarantors’ Charters”), and each Guarantor’s bylaws, as amended and as in effect on the date hereof (collectively, the “Guarantors’ Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereofJanuary 1, 2024, the authorized capital stock of the Company consists of (xi) 30,000,000 4,000,000 shares of Common Stockcommon stock, par value $0.25 per share, of which as of the date hereof, 10,964,602 2,821,504 shares are issued and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of “Common Stock, ”) and (yii) 10,000,000 2,000,000 shares of preferred stock, par value $1.00 per share, of which as of the date hereof, none no shares are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above in this Section 3(p): (i) none None of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and . Except as set forth in the SEC Documents or as relates to the Investors or any entity under common control with an Investor: (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 any member of the CompanyCompany Group, or contracts, commitments, understandings or arrangements by which any member of the Company Group is or may become bound to issue additional shares of capital stock of a member of the Company Group 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 a member of the Company; Company Group, (iiiii) other than $5,000,000 of Alpha Income Trust Preferred Securities of Air T Funding held by Air T Acquisition 22.1, LLC, a Minnesota limited liability company, there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness indebtedness of any member of the Company Group or by which any member of the Company Group is or may become bound; (iviii) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with a member of the CompanyCompany Group; (viv) there are no agreements or arrangements under which any member of the Company Group is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Securities Act; (viv) there are no outstanding securities or instruments of any member of the Company Group which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which a member of the Company Group is or may become bound to redeem a security of a member of the CompanyCompany Group; (viivi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the SecuritiesNotes; (viiivii) no member of the Company does not have Group has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ixviii) no member of the Company Group has no any material liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the CompanyCompany Group’s business and which, individually or in the aggregate, which do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers SEC Documents contain true, correct and complete copies of the Company’s Certificate of Incorporation, as amended Incorporation and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, for shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 25,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares 10,646,690 are issued and outstandingoutstanding (with 25,800 additional treasury shares), 2,529,378 5,910,367 shares are reserved for issuance pursuant to the Company’s employee incentive plan stock option and other options purchase plans and warrants outstanding and no 1,362,500 shares are reserved for issuance pursuant to securities (other than the aforementioned options, the Preferred Shares and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 20,000 shares of preferred stockstock designated as Series A Convertible Preferred Stock, of which as of the date hereof, none 9,500 are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above in this Section 3(p): the SEC Documents: (i) none no shares of the Company’s capital stock is are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 CompanyCompany 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 CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as defined in Section 3(r)) of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) 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 CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ixviii) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents (as defined herein) but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would could not reasonably be expected to have a Material Adverse Effect. There are no securities or instruments containing anti-dilution, pre-emptive or similar provisions that will be triggered by the issuance of the Securities. The Company has furnished or made available to the Buyers Buyer true, correct and complete copies of the Company’s Amended and Restated Certificate of Incorporation, as amended and as in effect on the date hereof (together with any certificate of designations of any outstanding series of preferred stock of the Company, the “Certificate of Incorporation”), and the Company’s Amended and Restated Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock equity securities of the Company consists of (xi) 30,000,000 shares of Common Stock69,358,353 Units, of which as of the date hereof, 10,964,602 shares 61,856,830 are issued and outstanding, 2,529,378 shares 1,137,200 Units are issued and held as treasury units, no Units are reserved for issuance pursuant to the Company’s employee incentive plan 's option and other options and warrants outstanding purchase plans and no shares Units are reserved for issuance pursuant to securities (other than the WarrantsNotes) exercisable or exchangeable for, or convertible into, shares of Common Stock, Units and (yii) 10,000,000 shares of 12,100,000 preferred stockunits, of which as of the date hereof, none are 11,907,073 of which is issued and outstandingoutstanding or reserved for issuance. The Conversion Units shall have those rights, preferences, privileges and restrictions governing the Units as set forth in the Limited Partnership Agreement. All of such outstanding shares Units have been, or upon issuance will be, been validly issued and are fully paid and nonassessableissued. Except as set forth above disclosed in this Section 3(pSchedule 3(v): (i) none of the Company’s capital stock 's equity securities is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) 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 capital stock equity securities of the Company, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional capital stock equity securities of the Company 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 capital stock equity securities of the Company; (iii) there are no outstanding debt 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; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (v) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its equity securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (viiv) there are no outstanding equity securities or instruments of the Company which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company is or may become bound to redeem a an equity security of the Company; (viiv) there are no equity securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (viiivi) the Company does not have any stock appreciation rights or “"phantom stock” " or "phantom equity" plans or agreements or any similar plan or agreement; and (ix) the Company has no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereofFebruary 17, 2021, the authorized capital stock of the Company consists of (xi) 30,000,000 250,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares 42,601,768 are issued and outstanding, 2,529,378 18,500,00 shares are reserved for issuance pursuant to the Company’s employee incentive plan stock option and other options purchase plans and warrants outstanding and no 45,563,701 shares are reserved for issuance pursuant to securities (other than the Warrantsaforementioned options) exercisable or exchangeable for, or convertible into, shares of Common Stock, Stock and (yii) 10,000,000 shares of preferred stock, par value $0.001 per share, 28,485 of which as of the date hereof, none are designated and issued and outstanding. 432,732 shares of Common Stock are held in treasury. All of such outstanding shares have been, or upon issuance will beare duly authorized, validly issued and are fully paid and nonassessablenon-assessable. Except 9,570,548 shares of the Company’s issued and outstanding Common Stock on the date hereof are as set forth above of the date hereof owned by Persons who are “affiliates” (as defined in this Section 3(p): Rule 405 of the 0000 Xxx) of the Company or any of its Subsidiaries. (i) Except as disclosed in Schedule 3(p), none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; and (ii) except as disclosed in Schedule 3(p), 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 capital stock of the CompanyCompany 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 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 capital stock of the CompanyCompany or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(p), 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; (iv) except as disclosed in Schedule 3(p), there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, amounts filed in connection with the CompanyCompany or any of its Subsidiaries; (v) except as disclosed in Schedule 3(p), there are no agreements or arrangements (other than as set forth herein) under which the Company or any of its Subsidiaries, is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) except as disclosed in Schedule 3(p), 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 CompanyCompany or any of its Subsidiaries; (vii) except as disclosed in Schedule 3(p), there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the SecuritiesShares; (viii) except as disclosed in Schedule 3(p), neither the Company does not have nor any Subsidiary, if any, has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company has no nor any of its Subsidiaries have any material non-public information, including any material liabilities or obligations obligations, that are required to be disclosed in the SEC Documents but which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers trueTrue, correct and complete copies of the Company’s Certificate articles of Incorporationincorporation, as amended and as in effect on the date hereof (the “Certificate Articles of Incorporation”), and the Company’s Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect theretothereto have heretofore been filed as part of the SEC Documents. Except as set forth in Schedule 3(p), each stock option granted by the Company was granted (x) in accordance with the terms of the applicable stock option plan of the Company and (y) with an exercise price at least equal to the fair market value of the Common Stock on the date such stock option would be considered granted under GAAP and applicable law. To the Company’s Knowledge, no stock option granted under the Company’s stock option plan has been backdated. To the Company’s Knowledge, the Company has not granted, and there is no and has been no policy or practice of the Company to grant, stock options prior to, or otherwise coordinate the grant of stock options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of: (i) 100,000,000 shares of (x) 30,000,000 shares capital stock, 40,000,000 of which are of Common Stock, of which as of the date hereof, 10,964,602 14,001,372 shares are issued and outstanding, 2,529,378 prior to any option grant on February 26, 2004, 2,709,825 shares are reserved for subject to issuance pursuant to the Company’s 's employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (yii) 10,000,000 60,000,000 shares of preferred capital stock, with terms and provisions to be determined, of which as of the date hereof, none are issued and outstanding. All of such outstanding shares of Common Stock have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above in this Section 3(pon Schedule 3(q): (iA) none no shares of the Company’s 's capital stock is are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (iiB) 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 CompanyCompany 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 CompanyCompany or any of its Subsidiaries; (iiiC) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as defined in Section 3(r)) of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (ivD) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (vE) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (viF) 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 CompanyCompany or any of its Subsidiaries; (viiG) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiiH) the Company does not have any stock appreciation rights or “"phantom stock” " plans or agreements or any similar plan or agreement; and (ixI) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business 's or any Subsidiary's respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers Buyer true, correct and complete copies of the Company’s 's Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”"CERTIFICATE OF INCORPORATION"), and the Company’s 's Bylaws, as amended and as in effect on the date hereof (the “Bylaws”"BYLAWS"), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.