Common use of Equity Capitalization Clause in Contracts

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 1,500,000,000 shares of Common Stock, of which,1,499,000,0000 are issued and outstanding and 0 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Note and the Warrant), (ii) 120,000,000 shares of Series A convertible preferred stock, of which 44,570,101 shares are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 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 nonassessable. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 shares of the Company’s issued and outstanding Series C convertible preferred stock on the date hereof are as of the date hereof 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 securities are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. Except as disclosed on Schedule 3(r), to the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) Except as disclosed in Schedule 3(r)(i), none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder); (ii) except as disclosed in Schedule 3(r)(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 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 or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(iii), there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (iv) except as set forth in the 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 their securities under the 1933 Act; (v) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vi) except as disclosed in Schedule 3(r)(v) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (vii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viii) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the 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 (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 Convertible Securities and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (ia) 1,500,000,000 150,000,000 shares of Common Stock, $0.001 par value, of which,1,499,000,0000 which 4,379,425 are issued and outstanding and 0 shares are reserved for issuance pursuant to Convertible Securities (as defined belowb) (other than the Note and the Warrant), (ii) 120,000,000 10,000,000 shares of Series A convertible preferred stock, $0.10 par value, of which 44,570,101 shares (i) 12,300 of which are designated series A Convertible Preferred Stock, of which 0 are issued and outstanding, (iiiii) 1,000,000 shares 12,300 of Series which are designated series B convertible preferred stockConvertible Preferred Stock, of which no shares 0 are issued and outstanding outstanding, and (iviii) 1,000,000 shares of Series C convertible preferred stock 40,617 of which 455,801 shares are designated series C Convertible Preferred Stock, of which 35,981 are issued and outstanding. 1,000,000 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, been validly issued and are fully paid and nonassessablenon-assessable. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 5,784 shares of the Company’s 's issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof 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 's issued and outstanding securities 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 SubsidiariesCompany. Except as disclosed set forth on Section 2.17 of the Company Disclosure Schedule 3(r), or pursuant to the Transaction Documents: (i) to the Company’s knowledge's Knowledge, no Person owns 10% or more of the Company’s 's issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below)convertible securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “"blockers”") contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). ; (iii) Except as disclosed in Schedule 3(r)(i), none of the Company’s or any Subsidiary’s 's capital stock is not subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Company; (iiiii) except as disclosed in Schedule 3(r)(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 any of its SubsidiariesCompany, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional 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; (iv) there are no outstanding debt securities, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiariesby which the Company is or may become bound; (iiiv) except as disclosed in Schedule 3(r)(iii), there are no financing statements securing obligations in any amounts filed in connection with the Company or with respect to any of its Subsidiariesoutstanding Indebtedness; (ivvi) except as set forth in the 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 their securities under the 1933 ActAct (except pursuant to the Registration Rights Agreement); (vvii) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its SubsidiariesCompany; (vi) except as disclosed in Schedule 3(r)(vviii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the SecuritiesPurchased Shares; (viiix) neither the Company nor any Subsidiary has any no stock appreciation rights or “"phantom stock” " plans or agreements or any similar plan or agreement; and (viiix) neither the Company nor any of its Subsidiaries does not have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses 's business and which, individually or in the aggregate, do which does not or could would not reasonably be expected to have a Material Adverse Effect. The Company has furnished to the 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 Amended and Restated Bylaws, as amended and as in effect on the date hereof (the “"Bylaws”"), and the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 1,500,000,000 7,500,000,000 shares of Common Stock, of which,1,499,000,0000 which, 1,499,000,0000 are issued and outstanding and 0 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Note and the Warrant), (ii) 120,000,000 shares of Series A convertible preferred stock, of which 44,570,101 shares are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 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 nonassessable. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 shares of the Company’s issued and outstanding Series C convertible preferred stock on the date hereof are as of the date hereof 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 securities are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. Except as disclosed on Schedule 3(r), to the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) Except as disclosed in Schedule 3(r)(i), none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder); (ii) except as disclosed in Schedule 3(r)(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 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 or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(iii), there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (iv) except as set forth in the 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 their securities under the 1933 Act; (v) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vi) except as disclosed in Schedule 3(r)(v) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the SecuritiesShares; (vii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viii) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the 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 (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 Convertible Securities and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 1,500,000,000 100,000,000 shares of Common Stock, of which,1,499,000,0000 which, 69,232,194 are issued and outstanding and 0 no shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Note Notes and the Warrant)Warrants) exercisable or exchangeable for, (ii) 120,000,000 or convertible into, shares of Series A convertible preferred stock, of which 44,570,101 shares are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstandingCommon Stock. 1,000,000 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 nonassessable. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 50,000,000 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof 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 securities 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. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below)Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) Except as disclosed in Schedule 3(r)(i), none None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in Schedule 3(r)(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 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 or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(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 amounts filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth in the 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 their securities under the 1933 ActAct (except pursuant to the Registration Rights Agreement); (vvi) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vi) except as disclosed in Schedule 3(r)(vvii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyer Buyers true, correct and complete copies of the Company’s Amended and Restated Certificate Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate Articles of Incorporation”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 1,500,000,000 250,000,000 shares of Common Stock, of which,1,499,000,0000 which 25,675,044 are issued and outstanding and 0 12,750,000 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Note Preferred Stock and the Warrant), Warrants) and (ii) 120,000,000 5,000,000 shares of Series A convertible preferred stock, none of which 44,570,101 shares are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 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. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 2,519,297 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof 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 securities 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. Except as disclosed on Schedule 3(r3(o), to the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below)Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) Except as disclosed in Schedule 3(r)(i), none None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in Schedule 3(r)(ii)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 Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional 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 or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(iii)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 the SEC Documents, there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth disclosed in the 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 their securities under the 1933 Act; (vvi) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vivii) except as disclosed in Schedule 3(r)(v) 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; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyer Placement Agent true, correct and complete copies of the Company’s Amended and Restated Certificate Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate Articles of Incorporation”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities and the material rights of the holders thereof in respect theretothereof. “Convertible Securities” means any capital stock stock, note, debenture or other security of the Company or any of its Subsidiaries that is is, or may become, 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 stock, note, debenture or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of 100,000,000 shares, consisting of (i) 1,500,000,000 95,000,000 shares of Common Stock, of which,1,499,000,0000 which 18,499,027 are issued and outstanding as of the Effective Date and 0 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Note and the Warrant), (ii) 120,000,000 5,000,000 shares of Series A convertible preferred stock, of which 44,570,101 shares are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stockPreferred Stock, of which no shares are issued and or outstanding and (iv) 1,000,000 shares as of Series C convertible preferred stock the Effective Date. No approval of which 455,801 shares are outstandingthe shareholders is required for the issuance of the Notes or the Conversion Shares or any of the Convertible Securities. 1,000,000 No shares of Common Stock are held in treasury. All of such the outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessablenon-assessable. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 All such shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof hereof, except as disclosed on Schedule 3(r) attached to the Disclosure Letter, are as of the date hereof not 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 securities 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 SubsidiariesCompany. Except To the Company’s knowledge, except as disclosed on Schedule 3(r), ) attached to the Company’s knowledgeDisclosure Letter, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below)Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding in the private placement documentation that such identified Person is a 10% stockholder for purposes of federal securities laws). . Except as set forth on Schedule 3(r) attached to the Disclosure Letter, (i) Except as disclosed in Schedule 3(r)(i), none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Company; (ii) except as disclosed in on Schedule 3(r)(ii)3(r) attached to the Disclosure Letter, 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 any of its SubsidiariesCompany, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional 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 or any of its SubsidiariesCompany; (iii) except as disclosed in Schedule 3(r)(iii)for the Old MTI Convertible Notes, 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 amounts filed in connection with the Company or any of its SubsidiariesCompany; (ivv) except as set forth in the 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 their securities under the 1933 ActAct (except pursuant to the Registration Rights Agreement and a warrant issued to the Placement Agent); (vvi) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its SubsidiariesCompany; (vi) except as disclosed in Schedule 3(r)(vvii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (viiviii) neither the Company nor any Subsidiary has not issued any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viii) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyer Buyers 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 (the “Certificate of Incorporation”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. “Convertible Securities” means any capital stock preferred stock, options, warrants or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances securities directly or indirectly convertible into, exchangeable for or exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security for Common Stock of the Company (including, without limitation, Common Stock) or any of its SubsidiariesCompany.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 1,500,000,000 80,000,000 shares of Common Stock, of which,1,499,000,0000 which, 15,959,088 are issued and outstanding and 0 14,200,283 shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Note Preferred Shares and the Warrant)Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 120,000,000 2,000,000 shares of Series A convertible preferred stock, of which 44,570,101 454,546 shares of non-voting convertible Series B Preferred Stock (“Preferred Stock”) are authorized and 454,546 shares of which are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 No shares of 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 nonassessable. 100,000 shares An aggregate of Company’s issued and outstanding Series A convertible preferred stock and 395,801 966,648 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof 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 securities 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. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, as of the date hereof, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) . Except as disclosed in Schedule 3(r)(i), 3(q): (i) none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in Schedule 3(r)(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 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 or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(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 amounts filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth in the 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 their securities under the 1933 Act; (vvi) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vi) except as disclosed in Schedule 3(r)(vvii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyer Buyers 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 (the “Certificate of Incorporation”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. “Convertible Securities” means any capital stock or other security of thereto that have not been disclosed in 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 SubsidiariesSEC Documents.

Equity Capitalization. (i) As of the date hereofJuly 24, 2025, the authorized share capital stock of the Company consists of (i) 1,500,000,000 190,000,000 shares of Common Stock, of which,1,499,000,0000 which 4,481,069 shares of Common Stock are issued and outstanding and 0 1,997,179 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Note and the Warrant)outstanding securities exercisable or exchangeable for, (ii) 120,000,000 or convertible into, shares of Series A convertible preferred stock, of which 44,570,101 shares are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstandingCommon Stock. 1,000,000 No shares of Common Stock are held in treasury. the treasury of the Company. (ii) All of such the Company’s outstanding shares Common Stock are duly authorized and have been, or upon issuance will be, been validly issued and are fully paid and nonassessable. 100,000 All shares of Company’s issued Common Stock underlying convertible securities are duly authorized and, upon issuance in accordance with the terms of the agreements governing such convertible securities, will be validly issued, fully paid and outstanding Series A convertible preferred stock and 395,801 nonassessable. Schedule 4(c)(ii) sets forth the number of shares of the Company’s issued Common Stock that are (A) reserved for issuance pursuant to convertible securities and outstanding Series C convertible preferred stock on the date hereof are (B) as of the date hereof hereof, owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Securities Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding securities 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. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, except as set forth in the SEC Documents, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below)convertible securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder shareholder for purposes of federal securities laws). (iiii) Except as disclosed in set forth on Schedule 3(r)(i4(c)(iii), (i) none of the Company’s or any Subsidiary’s capital stock is shares are subject to preemptive rights or any other similar rights or Liens any liens, encumbrances and defects (“Liens”) suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder); Subsidiary, (ii) except as disclosed in Schedule 3(r)(ii)neither the Company nor any Subsidiary has any outstanding debt securities, (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company Company’s or any of its SubsidiariesSubsidiary’s shares, 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 shares of Common Stock of the Company or any shares of capital stock of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any of the Company’s shares or exercisable or exchangeable for, any of capital stock of the Company or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(iii), there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (iv) except as set forth in the 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 their securities under the 1933 Act; Securities Act (except the Registration Rights Agreement), (v) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; , (vi) except as disclosed in Schedule 3(r)(v) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; Securities as described in this Agreement and (vii) neither the Company nor any Subsidiary has does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viii) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the 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 (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 Convertible Securities and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 1,500,000,000 55 million shares of all classes of stock, of which 50 million shares are Common Stock, of which,1,499,000,0000 which as of the date hereof, 16,767,772 are issued and outstanding and 0 outstanding, 324,984 shares are reserved for issuance pursuant to Convertible Securities (as defined below) the Company’s stock option and purchase plans and 2,075,976 shares are reserved for issuance pursuant to securities (other than the Note aforementioned options, the Existing Debentures, the Exchanged Debentures and the Warrant)Exchanged Warrants and excluding shares, if any, that may be issued upon conversion of the 2027 Convertible Exchanged Debentures (iias defined in the Exchanged Indenture) 120,000,000 and the phantom stock units issued in connection with the Acquisition) exercisable or exchangeable for, or convertible into, Common Stock, and 5,000,000 shares of Series A convertible are preferred stock, of which 44,570,101 as of the date hereof, no shares are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 shares of Common Stock are held in treasury. All of such outstanding the issued shares are of capital stock of the Company have been duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessablenon-assessable and were issued in compliance with federal and state securities laws and not in violation of any preemptive right, resale right, right of first refusal or similar right. 100,000 shares All of the Company’s issued options, warrants and outstanding Series A convertible preferred stock and 395,801 other rights to purchase or exchange any securities for shares of the Company’s capital stock have been duly authorized and validly issued and outstanding Series C convertible preferred stock on the date hereof are as were issued in compliance with federal and state securities laws. All of the date hereof owned by Persons who are “affiliates” (as defined in Rule 405 issued shares of the 1933 Act and calculated based on the assumption that only officers, directors and holders capital stock of at least 10% of the Company’s issued and outstanding securities are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) each Subsidiary of the Company have been duly authorized and validly issued, are fully paid and non-assessable and are owned directly or any indirectly by the Company, free and clear of its Subsidiariesall liens, encumbrances, equities or claims, except for such liens, encumbrances, equities or claims as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed on Schedule 3(r), to set forth in the Company’s knowledge, no Person owns 10% Exchange Act Reports or more of in other filings made by the Company’s issued and outstanding shares of Common Stock (calculated based on Company with the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). Commission: (i) Except as disclosed in Schedule 3(r)(i), none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Company; (ii) except as disclosed in Schedule 3(r)(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 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 or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(iii), there are no financing statements securing obligations in any amounts filed in connection with outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its SubsidiariesSubsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) except as set forth in the 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 their securities under the 1933 Securities Act; (v) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vi) except as disclosed in Schedule 3(r)(v) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (vii) neither the Company nor any Subsidiary has does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viii) neither the Company nor any of and its Subsidiaries have any no liabilities or obligations required to be disclosed in the SEC Documents which are Exchange Act Reports but not so disclosed in the SEC DocumentsExchange Act Reports, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could would not have a Material Adverse Effect. The Company has furnished to the Buyer 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 “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 Convertible Securities securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. “Convertible Securities” means any capital stock or other security of thereto have been filed with 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 SubsidiariesCommission.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 1,500,000,000 shares of unlimited Common StockShares, of which,1,499,000,0000 which as of the date hereof, 51,963,081, including 323,625 shares held in treasury, are issued and outstanding and 0 11,434,044 shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Note Special Warrants and the Warrant)Warrants) exercisable or exchangeable for, or convertible into, Common Shares, and (ii) 120,000,000 unlimited shares of Series A convertible preferred stock, none of which 44,570,101 shares which, as of the date hereof, are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 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 nonassessable. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 9,810,971 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Shares on the date hereof are as of the date hereof 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 securities Common Shares are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its the Subsidiaries. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, as of the date hereof no Person (other than the Persons identified in the Schedule 13G/A filed with the SEC on February 14, 2007 by Janus Capital Management LLC) owns 10% or more of the Company’s issued and outstanding shares of Common Stock Shares (calculated based on the assumption that all Convertible Securities (as defined below)Equivalents, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without but taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) . Except as disclosed in Schedule 3(r)(i), 3(r): (i) none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in Schedule 3(r)(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 any of its the Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its the Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its the 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 or any of its the Subsidiaries; (iii) except there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as disclosed defined in Schedule 3(r)(iiiSection 3(s), ) of the Company or any of the Subsidiaries or by which the Company or any of the Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts material amounts, either individually or in the aggregate, filed in connection with the Company or any of its the Subsidiaries; (ivv) except as set forth in the SEC Documents, there are no agreements or arrangements under which the Company or any of its the Subsidiaries is obligated to register the sale of any of their securities under the 1933 ActAct (except pursuant to the Registration Rights Agreement); (vvi) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its the 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 the Subsidiaries is or may become bound to redeem a security of the Company or any of its the Subsidiaries; (vi) except as disclosed in Schedule 3(r)(vvii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiix) neither the Company nor any of its the Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its the Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyer Buyers true, correct and complete copies of the Company’s Amended and Restated Certificate Articles of Amendment, Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate Articles of Incorporation”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, Common Shares and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 1,500,000,000 200,000,000 shares of Common Stock, of which,1,499,000,0000 which 98,681,029 are issued and outstanding and 0 40,608,021 shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Note Preferred Stock and the Warrant)Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 120,000,000 1,000,000 shares of Series A convertible preferred stock, none of which 44,570,101 shares are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 3,012 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. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 36,200,909 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof 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 securities 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. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, except as disclosed in the SEC Documents, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) Except as disclosed in Schedule 3(r)(i)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 Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in Schedule 3(r)(ii)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 Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional 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 or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(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 amounts filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth disclosed in the SEC DocumentsDocuments and except pursuant to this Agreement, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act; (vvi) except as disclosed in Schedule 3(r)(iv)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 Company or any of its Subsidiaries; (vivii) except as disclosed in Schedule 3(r)(v) 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; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyer Buyers 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 (the “Certificate of Incorporation”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. (a) As of the date hereof, the authorized capital stock of the Company consists of (i) 1,500,000,000 650,000,000 shares of Common Stock, of which,1,499,000,0000 which as of August 14, 2012, 180,321,207 shares are issued and outstanding and 0 outstanding, 21,707,795 shares are reserved for issuance pursuant to Convertible Securities (as defined below) the Company’s stock option and purchase plans and 317,637,093 shares are reserved for issuance pursuant to securities (other than the Note Notes, the Warrants and the Warrant)Bridge Warrants) exercisable or exchangeable for, or convertible into, Common Stock and (ii) 120,000,000 5,000,000 shares of Series A convertible preferred stock, of which 44,570,101 shares are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stockpar value $0.001, of which no as of the date hereof, none of such shares of preferred stock are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are or outstanding. 1,000,000 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 nonassessable. 100,000 shares nonassessable and have not been and will not be issued in violation of Company’s issued and any preemptive rights, rights of first refusal, rights of first offer or similar rights. (b) Schedule 5.23 sets forth as of August 10, 2012, with respect to each outstanding Series A convertible preferred stock and 395,801 shares Convertible Security of the Company’s , (i) the issuance date and expiration or maturity date thereof, (ii) the aggregate number of shares of Common Stock that may be issued and outstanding Series C convertible preferred stock on or are issuable pursuant to the date hereof are terms of such securities as of the date hereof owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated using $0.50 per share for any exercise or conversion price that is based on the assumption that only officers, directors and holders of at least 10% market price of the Company’s issued and outstanding securities are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. Except as disclosed on Schedule 3(rCommon Stock), to (iii) the Company’s knowledge, no Person owns 10% or more aggregate number of the Company’s issued and outstanding shares of Common Stock that may be issued or are issuable pursuant to the terms of such Convertible Securities (calculated using $0.50 per share for any exercise or conversion price that is based on the assumption that all market price of the Common Stock) as of the date hereof taking into account the effect of any anti-dilution or similar provisions in such Convertible Securities that would apply as of the date hereof assuming all of the Notes, Warrants and Bridge Warrants were issued on the date hereof (as defined belowand after giving effect to such assumed issuance), whether or not presently exercisable or convertible, have been fully exercised or converted (as iv) the case may be) and without taking account of any limitations on exercise or conversion price thereof, (including “blockers”v) contained therein without conceding the exercise or conversion price, as of the date hereof, of such Convertible Securities taking into account the effect of any anti-dilution or similar provisions in such Convertible Securities that would apply as of the date hereof assuming all of the Notes, Warrants and Bridge Warrants were issued on the date hereof (and after giving effect to such identified Person assumed issuance), and (vi) if the exercisability of such Convertible Security is a 10% stockholder for purposes of federal securities laws)subject to vesting, the vesting schedule thereof. (ic) Except as disclosed in Schedule 3(r)(i), none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary 5.23: (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder); (iii) except as disclosed in Schedule 3(r)(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 any of its Subsidiaries, or contractscontract, 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, to calls or commitments of any character whatsoever relating to, or securities or rights convertible into, into or exercisable or exchangeable for, any shares of capital stock of the Company or any of its SubsidiariesSubsidiaries (collectively, “Convertible Securities”); (iiiii) except as disclosed in Schedule 3(r)(iii), there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (iv) except as set forth in the 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 their securities under the 1933 ActSecurities Act (except pursuant to the Registration Rights Agreement); (viii) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vi) except as disclosed in Schedule 3(r)(viv) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (viiv) neither the Company nor any Subsidiary of its Subsidiaries has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and . (viiid) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished or made available to the Buyer Purchaser (i) 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 (the “Certificate of IncorporationCompany Charter”), and (ii) the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Company Bylaws”), and (iii) the agreements or instruments containing the terms of all Convertible Securities and (including the material rights of the holders thereof in respect thereto. “thereof) of all Convertible Securities” means any capital stock or other security Securities 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 SubsidiariesCompany.

Equity Capitalization. As of 1:00 pm Eastern Standard Time on the date hereof, the authorized capital stock of the Company consists of (i) 1,500,000,000 100,000,000 shares of Common Stock, of which,1,499,000,0000 which, [•] are issued and outstanding and 0 [•] shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Senior Note and the Warrant)Convertible Note) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 120,000,000 5,000,000 shares of Series A convertible preferred stock, of which 44,570,101 shares none are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 54,254 shares of Common Stock are held in treasury. “Common Stock” means (i) the Company’s shares of common stock, $0.01 par value per share, and (ii) any capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessable. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 29,232 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Securities Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding securities 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. Except as disclosed on Schedule 3(r)in the SEC Documents, to the Company’s knowledge, as of the date hereof, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined belowin the Convertible Note), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). . Except as set forth on Schedule 2.9: (i) Except as disclosed in Schedule 3(r)(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 suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in Schedule 3(r)(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 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 or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(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 (other than in connection with Permitted Indebtedness secured by Permitted Liens) securing obligations, other than obligations under such Permitted Indebtedness secured by Permitted Liens, in any amounts filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth in the 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 their securities under the 1933 Securities Act; (vvi) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vi) except as disclosed in Schedule 3(r)(vvii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the New Exchanged Securities; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do would not or could not reasonably be expected to have a Material Adverse Effect. The Company has furnished to the Buyer Investor 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 (the “Certificate of Incorporation”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect theretothereto that have not been disclosed in the SEC Documents. For purposes of this Agreement: (x) “Convertible SecuritiesIndebtedness” means of any capital stock Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (other than trade payables entered into in the ordinary course of business consistent with past practice), (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other security title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the Company seller or any bank under such agreement in the event of its Subsidiaries that is at any time and default are limited to repossession or sale of such property), (F) all monetary obligations under any circumstances directly leasing or indirectly convertible intosimilar arrangement which, exercisable in connection with GAAP, consistently applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or exchangeable forfor which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above; and (y) “Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or which otherwise entitles the holder thereof primary effect thereof, is to acquireprovide assurance to the obligee of such liability that such liability will be paid or discharged, or that any capital stock agreements relating thereto will be complied with, or other security that the holders of the Company such liability will be protected (including, without limitation, Common Stockin whole or in part) or any of its Subsidiariesagainst loss with respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (i) 1,500,000,000 600,000,000 shares of Common Stock, of which,1,499,000,0000 which 64,996,501 are issued and outstanding and 0 shares 226,878,906 are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Note Convertible Notes and the WarrantWarrants) (150,025,000 are reserved for issuance upon conversion of Series A Preferred Stock and 73,800,250 are reserved for issuance upon conversion of Series B Preferred Stock), and (ii) 120,000,000 73,800,250 shares of Series A convertible preferred stock, of which, 1,500,250 are designated as Series A Preferred Stock and 72,300,000 are designated as Series B Preferred Stock, of which 44,570,101 shares 1,500,250 and 71,516,534 are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstandingrespectively. 1,000,000 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. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 shares of the Company’s issued and outstanding Series C convertible preferred stock Except as provided on the date hereof are as of the date hereof 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 securities are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities lawsSection 3(p) of the Company or any of its Subsidiaries. Except as disclosed on Schedule 3(r)Disclosure Schedule, (i) to the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below)Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). ; (iii) Except as disclosed in Schedule 3(r)(i), none of the Company’s or any Subsidiary’s capital stock is and the capital stock of its subsidiaries are not subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Liens; (iiiii) except as disclosed in Schedule 3(r)(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 any of its Subsidiariessubsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries subsidiaries is or may become bound to issue additional 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 or any of its Subsidiariessubsidiaries, respectively (other than as may be issued from time to time under any equity incentive plan ​ ​ ​ maintained); (iiiiv) except as disclosed in Schedule 3(r)(iii)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; (v) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiariessubsidiaries; (ivvi) except as set forth in the SEC Documents, there are no agreements or arrangements under which the Company or any of its Subsidiaries subsidiaries is obligated to register the sale of any of their securities under the 1933 ActAct (except as provided in Section 5(h) hereof); (vvii) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries 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 subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiariessubsidiaries; (vi) except as disclosed in Schedule 3(r)(vviii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (viiix) neither the Company nor any Subsidiary of its subsidiaries has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viii) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished provided to the Buyer a true, correct and complete copies copy of the Company’s Amended and Restated Certificate of Incorporation, as amended and charter as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Amended and Restated Bylaws, as amended and as in effect on the date hereof (the “Bylaws”)hereof, and the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. “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 Subsidiariesthereof.

Equity Capitalization. (i) As of the date hereofNovember 2, 2023, the authorized share capital stock of the Company consists of (i) 1,500,000,000 5,000,000 shares of Common preferred stock, par value $0.0001 per share, of which 100 shares have been designated as Series B Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), of which,1,499,000,0000 which 3 shares are issued and outstanding and 0 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Note and the Warrant)outstanding securities exercisable or exchangeable for, (ii) 120,000,000 or convertible into, Series B Preferred Stock; 200,000,000 shares of Series Class A convertible preferred stockCommon Stock, of which 44,570,101 shares are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no 24,607,833 shares are issued and outstanding and (iv) 1,000,000 1,788,005 shares are reserved for issuance pursuant to outstanding securities exercisable or exchangeable for, or convertible into, Class A Common Stock; 10,000,000 shares of Series C convertible preferred stock Class B Common Stock, of which 455,801 906,012 shares are outstanding. 1,000,000 issued and outstanding and 0 shares are reserved for issuance pursuant to outstanding securities exercisable or exchangeable for, or convertible into, Class B Common Stock; and 15,000,000 shares of Class C Common Stock, of which 1,504,163 shares are issued and outstanding and 0 shares are reserved for issuance pursuant to outstanding securities exercisable or exchangeable for, or convertible into, Class C Common Stock. No Common Stock are is held in treasury. the treasury of the Company. (ii) All of such outstanding shares are duly authorized and have been, or upon issuance will be, been validly issued and are fully paid and nonassessable. 100,000 All shares underlying convertible securities are duly authorized and, upon issuance in accordance with the terms of the agreements governing such convertible securities, will be validly issued, fully paid and nonassessable. Schedule 4(c)(ii) sets forth the number of shares of Company’s issued Common Stock that are (A) reserved for issuance pursuant to convertible securities and outstanding Series A convertible preferred stock and 395,801 shares of the Company’s issued and outstanding Series C convertible preferred stock on the date hereof are (B) as of the date hereof hereof, owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Securities Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding securities shares of 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. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below)convertible securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder shareholder for purposes of federal securities laws). (iiii) Except as disclosed in set forth on Schedule 3(r)(i4(c)(iii), (i) none of the Company’s or any Subsidiary’s capital stock is shares are subject to preemptive rights or any other similar rights or Liens any liens, encumbrances and defects (“Liens”) suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder); Subsidiary, (ii) except as disclosed in Schedule 3(r)(ii)neither the Company nor any Subsidiary has any outstanding debt securities, (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company Company’s or any of its SubsidiariesSubsidiary’s shares, 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 shares of Common Stock of the Company or any shares of capital stock of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any of the Company’s shares or exercisable or exchangeable for, any of capital stock of the Company or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(iii), there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (iv) except as set forth in the 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 their securities under the 1933 Act; Securities Act (except the Registration Rights Agreement), (v) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; , (vi) except as disclosed in Schedule 3(r)(v) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; Securities as described in this Agreement and (vii) neither the Company nor any Subsidiary has does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viii) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the 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 (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 Convertible Securities and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 1,500,000,000 90,000,000 shares of Common Stock, of which,1,499,000,0000 which as of the date hereof, 17,100,726 shares are issued and outstanding, 2,237,438 shares are reserved for issuance upon exercise of outstanding and 0 options issued under the Company’s equity incentive plans (the “Plans”), 60,355 shares are reserved for issuance pursuant to Convertible Securities (as defined below) unvested restricted stock units under the Plans, 121,407 shares are reserved for issuance pursuant to awards that may be made under the Company’s Plans, and no shares are reserved for issuance pursuant to any other securities exercisable or exchangeable for, or convertible into, shares of Common Stock (other than the Note aforementioned options, plans or restricted stock units, or the Warrants) and the Warrant), (ii) 120,000,000 6,000,000 shares of Series A convertible preferred stock, par value $0.0001 per share, none of which 44,570,101 shares are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred . The Company does not maintain an employee stock of which 455,801 shares are outstandingpurchase plan. 1,000,000 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 nonassessable. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 7,493,274 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act ▇▇▇▇ ▇▇▇) of the Company. True, correct and calculated based on the assumption that only officers, directors and holders of at least 10% complete copies of the Company’s issued Third Amended and outstanding securities are Restated Certificate of Incorporation, as amended and as in effect on the date hereof (the “affiliates” without conceding that any such Persons are “affiliates” for purposes Certificate of federal securities laws) of the Company or any of its Subsidiaries. Except as disclosed on Schedule 3(rIncorporation”), to and the Company’s knowledgeAmended and Restated Bylaws, no Person owns 10% as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or more exercisable or exchangeable for, Common Stock and the material rights of the Company’s issued and outstanding shares holders thereof in respect thereto have heretofore been filed as part of Common Stock (calculated based on the assumption that all Convertible Securities (SEC Documents. Additionally, as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as of the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws).date hereof: (i) Except as disclosed in Schedule 3(r)(i), none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder); Company; (ii) except as disclosed in Schedule 3(r)(ii), there are no outstanding optionsoptions (other than options issued pursuant to the Plans), 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 any of its SubsidiariesCompany, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or optionsoptions (other than options issued pursuant to the Plans), 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 any of its Subsidiaries; Company; (iii) except as disclosed in Schedule 3(r)(iii)for that certain Investors’ Rights Agreement, there are no financing statements securing obligations in any amounts filed in connection with dated September 27, 2017, between Eyenovia, Inc. and investors party thereto, and pursuant to the Company or any of its Subsidiaries; (iv) except as set forth in the SEC DocumentsRegistration Rights Agreement, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their its securities under the 1933 Act; ; (viv) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; Company; (vi) except as disclosed in Schedule 3(r)(vv) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; ; (viivi) neither the Company nor any Subsidiary has does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and and (viiivii) neither the Company nor any of its Subsidiaries does not have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses business and which, individually or in the aggregate, do would not or could not reasonably be expected to have a Material Adverse Effect. The Company has furnished to the 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 (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 Convertible Securities and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. As of the date hereofAugust 2, 2014, the authorized capital stock of the Company consists of (i) 1,500,000,000 300,000,000 shares of Common Stock, of which,1,499,000,0000 which, 84,860,314 are issued and outstanding and 0 2,045,847 shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Note Exchanged Notes and the Warrant)Exchanged Warrants) exercisable or exchangeable for, (ii) 120,000,000 or convertible into, shares of Series A convertible preferred stock, of which 44,570,101 Common Stock plus additional shares are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstandingsubject to restricted share units pursuant to the Company’s equity plan. 1,000,000 351,692 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 nonassessable. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 shares of To the Company’s issued and outstanding Series C convertible preferred stock on the date hereof are knowledge, as of the date hereof 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 securities are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. Except as disclosed on Schedule 3(r), to the Company’s knowledgehereof, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined belowin the Exchanged Note), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) . Except as disclosed in Schedule 3(r)(i), 4.9: (i) none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in Schedule 3(r)(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 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 or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(iii), there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (iv) except as set forth in the 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 their securities under the 1933 ActSecurities Act (except pursuant to the Registration Rights Agreement and as contemplated by the Securities Purchase Agreement); (viii) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vi) except as disclosed in Schedule 3(r)(viv) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiv) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiivi) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished or otherwise made available to the Buyer Holder 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 (the “Certificate of Incorporation”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. “Convertible Securities” means any capital stock or other security of thereto that have not been disclosed in 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 SubsidiariesSEC Documents.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 1,500,000,000 Seven Hundred Million (700,000,000) shares of Common Stock, of which,1,499,000,0000 which, 6,077,888 are issued and outstanding and 0 37,150 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Note Preferred Shares) and the Warrant), (ii) 120,000,000 Ten Million (10,000,000) shares of Series A convertible preferred stock, of which 44,570,101 shares which, none are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 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. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 3,142,664 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof 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 securities 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. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, except as disclosed in the SEC Documents, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below)Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) Except as disclosed in Schedule 3(r)(i), none None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in set forth on Schedule 3(r)(ii3(r), 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 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 or any of its Subsidiaries; (iii) except as disclosed in set forth on Schedule 3(r)(iii3(r), 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 amounts filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth in the SEC Documentson Schedule 3(r), there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 ActAct (except pursuant to the Registration Rights Agreement); (vvi) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vivii) except as disclosed in set forth on Schedule 3(r)(v) 3(r), there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyer Buyers true, correct and complete copies of the Company’s Amended and Restated Certificate Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate of IncorporationCharter”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. As of the date hereofApril 17, 2017, the authorized capital stock of the Company consists of (i) 1,500,000,000 shares of 750,000,000 Common StockShares, of which,1,499,000,0000 which, 24,902,068 are issued and outstanding and 0 no shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Note and any other convertible notes of the WarrantCompany issued to the Investor), (ii) 120,000,000 shares of Series A convertible preferred stock5,000,000 Class B common shares, of which 44,570,101 shares none are issued and outstanding, and (iii) 1,000,000 25,000,000 shares of Series B convertible preferred stock, of which no shares which, none are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 shares of No Common Stock 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 fully paid and nonassessablenon-assessable. 100,000 shares of To the Company’s issued and outstanding Series A convertible preferred stock and 395,801 knowledge, approximately 738,134 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Shares on the date hereof are as of the date hereof owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only executive officers, directors and holders of at least 10% of the Company’s issued and outstanding securities Common Shares are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, except for entities affiliated with the officers and directors of the Company or as disclosed in the Public Reports, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock Shares (calculated based on the assumption that all Convertible Securities (as defined below)Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder shareholder for purposes of federal securities laws). (i) Except as disclosed in Schedule 3(r)(i)SEC Reports, none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in Schedule 3(r)(ii)the SEC Reports, 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 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 or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(iii)the SEC Reports, 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 the SEC Reports, there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth disclosed in the SEC DocumentsReports, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act; (vvi) except as disclosed in Schedule 3(r)(iv)the SEC Reports, there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vi) except as disclosed in Schedule 3(r)(vvii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents Public Filings which are not so disclosed in the SEC DocumentsPublic Filings, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished (or made available through the SEC’s E▇▇▇▇ system) to the Buyer Investor true, correct and complete copies of the Company’s Amended and Restated Certificate articles of Incorporationincorporation, as amended and as in effect on the date hereof (the “Certificate of IncorporationCharter”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities and the material rights of the holders thereof in respect thereto. “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 StockShares) or any of its Subsidiaries.

Equity Capitalization. As of the date hereofJune 2, 2015, the authorized capital stock of the Company consists of (i) 1,500,000,000 750,000,000 shares of Common Stock, of which,1,499,000,0000 which, 47,253,732 are issued and outstanding and 0 702,746,268 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Note Note) and the Warrant), (ii) 120,000,000 5,000,000 shares of Series A convertible preferred stock, of which 44,570,101 shares which, 8,160 are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 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. 100,000 shares of To the Company’s issued and outstanding Series A convertible preferred stock and 395,801 knowledge, 1,676,556 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only executive officers, directors and holders of at least 10% of the Company’s issued and outstanding securities 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. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, except as disclosed in the Public Reports, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below)Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) Except as disclosed in Schedule 3(r)(i), none None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in Schedule 3(r)(ii)the SEC Reports, 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 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 or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(iii)the SEC Reports, 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 the SEC Reports, there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth disclosed in the SEC DocumentsReports, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 ActAct (except pursuant to the Registration Rights Agreement); (vvi) except as disclosed in Schedule 3(r)(iv)the SEC Reports, there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vi) except as disclosed in Schedule 3(r)(vvii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents Public Filings which are not so disclosed in the SEC DocumentsPublic Filings, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished (or made available through the SEC’s E▇▇▇▇ system) to the Buyer Investor true, correct and complete copies of the Company’s Amended and Restated Certificate articles of Incorporationincorporation, as amended and as in effect on the date hereof (the “Certificate of IncorporationCharter”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. As of the date hereof, except as disclosed in the SEC Documents, the authorized capital stock of the Company consists of (i) 1,500,000,000 100,000,000 shares of Common Stock, of which,1,499,000,0000 which 23,310,831 are issued and outstanding (ii) warrants for the purchase of up to 3,550,550 shares of the Company’s Common Stock (iii) options for the purchase of up 5,006,400 shares of the Common Stock and 0 (iii) 5,000 shares of Series B Convertible Preferred Stock, par value $0.0001 per share, of which 3,500 are outstanding pursuant to which 2,600,000 shares of Common Stock are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Note and the Warrant), (ii) 120,000,000 shares of Series A convertible preferred stock, of which 44,570,101 shares are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstandingfor future conversion. 1,000,000 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 nonassessable. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 shares 6,514,721shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof 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 securities 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. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below)Equivalents, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) . Except as disclosed in Schedule 3(r)(i), 3(q): (i) none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in Schedule 3(r)(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 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 or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(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 amounts filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth in the 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 their securities under the 1933 ActAct (except pursuant to the Registration Rights Agreement); (vvi) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vi) except as disclosed in Schedule 3(r)(vvii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyer Buyers 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 (the “Certificate of Incorporation”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 1,500,000,000 250,000,000 shares of Common Stock, of which,1,499,000,0000 which 112,519,583 are issued and outstanding and 0 shares 62,933,211 of which are reserved for issuance pursuant to Convertible Securities (as defined below) for various purposes, including for securities (other than the Note Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock (“Convertible Securities”) (notwithstanding any anti-dilution adjustments that may be required by such securities as a result of the transactions contemplated hereby which are described on Schedule 3(q) hereto); shares of Common Stock to be issued in exchange for the subordinated notes owned by ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇ ▇▇▇▇▇▇, Blackstone Oil & Gas, LLC, Lara Energy, Inc. and Omega Energy Corp. (collectively, the Warrant“Subordinated Notes Exchange”); and shares reserved for issuance under the ZaZa Energy Corporation 2012 Long Term Incentive Plan, as amended and (ii) 120,000,000 25,000,000 shares of Series A convertible preferred stock, of which 44,570,101 shares none are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 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. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 71,745,840 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof owned by Persons who are “affiliatesAffiliates” (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 securities Common Stock are “affiliatesAffiliates” without conceding that any such Persons are “affiliatesAffiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. Except as disclosed on Schedule 3(r)in the SEC Documents, to the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) Except as disclosed in Schedule 3(r)(i), none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in Schedule 3(r)(iithe SEC Documents (collectively, the “Company Stock 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 Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional 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 or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(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 amounts filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth in the 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 their securities under the 1933 ActAct (except pursuant to this Agreement); (vvi) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vi) except as disclosed in Schedule 3(r)(vvii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreementagreement other than pursuant to the Company Stock Plans; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could would not have a Material Adverse Effect. The Company has furnished to the Buyer SEC Documents contain 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 (the “Certificate of Incorporation”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (i) 1,500,000,000 600,000,000 shares of Common Stock, of which,1,499,000,0000 which 64,996,501 are issued and outstanding and 0 shares 226,878,906 are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Note Convertible Notes and the WarrantWarrants) (150,025,000 are reserved for issuance upon conversion of Series A Preferred Stock and 73,800,250 are reserved for issuance upon conversion of Series B Preferred Stock), and (ii) 120,000,000 73,800,250 shares of Series A convertible preferred stock, of which, 1,500,250 are designated as Series A Preferred Stock and 72,300,000 are designated as Series B Preferred Stock, of which 44,570,101 shares 1,500,250 and 71,516,534 are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstandingrespectively. 1,000,000 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. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 shares of the Company’s issued and outstanding Series C convertible preferred stock Except as provided on the date hereof are as of the date hereof 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 securities are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities lawsSection 3(p) of the Company or any of its Subsidiaries. Except as disclosed on Schedule 3(r)Disclosure Schedule, (i) to the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below)Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). ; (iii) Except as disclosed in Schedule 3(r)(i), none of the Company’s or any Subsidiary’s capital stock is and the capital stock of its subsidiaries are not subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Liens; (iiiii) except as disclosed in Schedule 3(r)(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 any of its Subsidiariessubsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries subsidiaries is or may become bound to issue additional 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 or any of its Subsidiariessubsidiaries, respectively (other than as may be issued from time to time under any equity incentive plan maintained); (iiiiv) except as disclosed in Schedule 3(r)(iii)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; (v) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiariessubsidiaries; (ivvi) except as set forth in the SEC Documents, there are no agreements or arrangements under which the Company or any of its Subsidiaries subsidiaries is obligated to register the sale of any of their securities under the 1933 ActAct (except as provided in Section 5(h) hereof); (vvii) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries 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 subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiariessubsidiaries; (vi) except as disclosed in Schedule 3(r)(vviii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (viiix) neither the Company nor any Subsidiary of its subsidiaries has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viii) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished provided to the Buyer a true, correct and complete copies copy of the Company’s Amended and Restated Certificate of Incorporation, as amended and charter as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Amended and Restated Bylaws, as amended and as in effect on the date hereof (the “Bylaws”)hereof, and the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. “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 Subsidiariesthereof.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 1,500,000,000 100,000,000 shares of Common Stock, of which,1,499,000,0000 which 52,882,016 shares are issued and outstanding and 0 42,000 shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Note Notes, the Prior Notes, the Warrants and the Warrant)Prior Warrants) exercisable or exchangeable for, (ii) 120,000,000 shares of Series A or convertible preferred stockinto, of which 44,570,101 shares are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstandingCommon Stock. 1,000,000 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. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 37,760,000 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof 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 securities 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 the Subsidiaries. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, as of the date hereof no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below)Equivalents, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) . Except as disclosed in Schedule 3(r)(i), 3(r): (i) none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in Schedule 3(r)(ii)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 Company or any of its the Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its the Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its the 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 or any of its the Subsidiaries; (iii) except there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as disclosed defined in Schedule 3(r)(iiiSection 3(s), ) of the Company or any of the Subsidiaries or by which the Company or any of the Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its the Subsidiaries; (ivv) except as set forth in the SEC Documents, there are no agreements or arrangements under which the Company or any of its the Subsidiaries is obligated to register the sale of any of their securities under the 1933 ActAct (except pursuant to Section 4(n) hereof); (vvi) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its the 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 the Subsidiaries is or may become bound to redeem a security of the Company or any of its the Subsidiaries; (vi) except as disclosed in Schedule 3(r)(vvii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiix) neither the Company nor any of its the Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its the Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyer Buyers true, correct and complete copies of the Company’s Amended and Restated Certificate Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate Articles of Incorporation”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. “Convertible Securities” means any capital stock or other security of thereto that have not been disclosed in 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 SubsidiariesSEC Documents.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 1,500,000,000 20,000,000 shares of Common Stock, of which,1,499,000,0000 which 9,617,217 are issued and outstanding and 0 418,173 shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Note Common Shares and the Warrant)Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 120,000,000 147,500 shares of Series A convertible AA preferred stock, 52,784 of which 44,570,101 shares are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 32,619 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 nonassessable. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 3,238,692 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof 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 securities 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. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, except as disclosed in the SEC Documents, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below)Equivalents, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) . Except as disclosed in Schedule 3(r)(i), 3(r): (i) none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in Schedule 3(r)(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 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 or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(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 amounts material amounts, either individually or in the aggregate, filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth in the 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 their securities under the 1933 ActAct (except pursuant to the Registration Rights Agreement); (vvi) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vi) except as disclosed in Schedule 3(r)(vvii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyer Buyers true, correct and complete copies of the Company’s Amended and Restated Certificate Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate Articles of Incorporation”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. “Convertible Securities” means any capital stock or other security of thereto that have not been disclosed in 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 SubsidiariesSEC Documents.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 1,500,000,000 100,000,000 shares of Common Stock, of which,1,499,000,0000 which, 82,888,071 are issued and outstanding and 0 10,562,500 shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Note Notes and the Warrant)Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 120,000,000 5,000,000 shares of Series A convertible preferred stock, none of which 44,570,101 shares are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 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 nonassessable. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 1,983,562 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof 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 securities 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. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) Except as disclosed in Schedule 3(r)(i), none None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in Schedule 3(r)(ii3(r)(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 capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional 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 or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(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 amounts filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth in the 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 their securities under the 1933 ActAct (except pursuant to the Registration Rights Agreement); (vvi) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vi) except as disclosed in Schedule 3(r)(vvii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyer Buyers 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 (the “Certificate of Incorporation”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. As of the date hereof, the authorized share capital stock of the Company consists of (i) 1,500,000,000 shares of 50,000,000 Common StockShares, of which,1,499,000,0000 which 26,811,935 are issued and outstanding and 0 zero shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Note Registered Shares and the Warrant)Warrants) exercisable or exchangeable for, (ii) 120,000,000 shares of Series A or convertible preferred stockinto, of which 44,570,101 shares are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 shares of Common Stock are held in treasuryShares. 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. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 16,798,935 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Shares on the date hereof are are, as of the date hereof hereof, 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 securities Common Shares are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, other than as disclosed in Schedule 3(r) attached hereto, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock Shares (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder shareholder for purposes of federal securities laws). (i) . Except as disclosed in Schedule 3(r)(i), the SEC Documents: (i) none of the Company’s or any Subsidiary’s share capital stock is subject to preemptive rights or any other similar rights or Liens any Encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed under the Company’s 2014 Share Incentive Plans or in Schedule 3(r)(ii)connection with the Company’s initial public offering, 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 Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional 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 or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(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 amounts filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth in the 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 their securities under the 1933 ActAct (except pursuant to this Agreement); (vvi) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vi) except as disclosed in Schedule 3(r)(vvii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiviii) neither the Company nor any Subsidiary has any stock share appreciation rights or “phantom stockshares” plans or agreements or any similar plan or agreement; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could reasonably be expected to not have a Material Adverse Effect. The Company has furnished to the Buyer SEC Documents contain true, correct and complete copies of the Company’s Amended and Restated Certificate Articles of IncorporationAssociation, as amended and as in effect on the date hereof (the “Certificate Articles of IncorporationAssociation”), and the Company’s Amended and Restated BylawsMemorandum of Association, as amended and as in effect on the date hereof (the “BylawsMemorandum of Association”), and the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, Common Shares and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 1,500,000,000 150,000,000 shares of Common Stock, of which,1,499,000,0000 which, 72,793,773 are issued and outstanding and 0 12,386,000 shares of Common Stock (including 2,529,247 shares of Common Stock reserved for issuance under the 2005 Employee Stock Option Plan) are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Note Notes and the Warrant)Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 120,000,000 9,810,000 shares of Series A convertible preferred stock, of which 44,570,101 shares 206,401 are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 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 nonassessable. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 4,147,147 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof 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 securities 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. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, except as disclosed in the SEC Documents, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) . Except as disclosed in Schedule 3(r)(i)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 Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in Schedule 3(r)(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 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 or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(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 amounts filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth in the 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 their securities under the 1933 ActAct (except pursuant to the Registration Rights Agreement); (vvi) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vi) except as disclosed in Schedule 3(r)(vvii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyer Buyers 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 (the “Certificate of Incorporation”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 1,500,000,000 200,000,000 shares of Common Stock, of which,1,499,000,0000 which, 89,343,457 are issued and outstanding and 0 28,099,000 shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Note Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and the Warrant), (ii) 120,000,000 1,000,000 shares of Series A convertible preferred stock, of which 44,570,101 shares none are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 3,012 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 nonassessable. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 30,955,000 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof 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 securities 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. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, except as set forth in the SEC Documents, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities Common Stock Equivalents (as defined belowin the Warrants), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) . Except as disclosed in Schedule 3(r)(i), 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 Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in Schedule 3(r)(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 any of its Subsidiaries, or contracts, commitments, understandings or arrangements (including, without limitation, any equity line of credit) 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 or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(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 amounts filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth in the 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 their securities under the 1933 ActAct (except pursuant to this Agreement); (vvi) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vi) except as disclosed in Schedule 3(r)(vvii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyer Buyers 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 (the “Certificate of Incorporation”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. “Convertible Securities” means any capital stock or other security of thereto that have not otherwise been disclosed in 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 SubsidiariesSEC Documents.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 1,500,000,000 250,000,000 shares of Common Stock, of which,1,499,000,0000 which 118,220,964 are issued and outstanding and 0 62,225,625 shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Note Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and the Warrant), (ii) 120,000,000 50,000,000 shares of Series A convertible preferred stock, of which 44,570,101 shares none are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which . no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 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. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 42,210,910 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof owned by Persons who are “affiliatesAffiliates” (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 securities Common Stock are “affiliatesAffiliates” without conceding that any such Persons are “affiliatesAffiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, except as set forth in the SEC Documents, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) Except as disclosed in Schedule 3(r)(i), none None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as pursuant to the 2006 Non-Qualified Stock and Option Compensation Plan and the 2008 Long-Term Incentive Compensation Plan of the Company disclosed in Schedule 3(r)(iithe SEC Documents (collectively, the “Company Stock 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 Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional 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 or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(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 amounts filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth in the 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 their securities under the 1933 ActAct (except pursuant to this Agreement); (vvi) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vi) except as disclosed in Schedule 3(r)(vvii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreementagreement other than pursuant to the Company Stock Plans; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyer SEC Documents contain 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 (the “Certificate of Incorporation”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. As of the date hereofSeptember 12, 2014, the authorized capital stock of the Company consists of (i) 1,500,000,000 300,000,000 shares of Common Stock, of which,1,499,000,0000 which 60,258,063 are issued and outstanding and 0 10,324,413 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Note and the Warrant)for various purposes, (ii) 120,000,000 including for securities exercisable or exchangeable for, or convertible into, shares of Series A convertible preferred stock, of which 44,570,101 shares are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstandingCommon Stock. 1,000,000 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. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 12,558,819 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof 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 securities 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. Except as disclosed on Schedule 3(r), to the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock as of September 12, 2014 (calculated based on the assumption that all Convertible Securities (as defined below)Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) . Except as disclosed in Schedule 3(r)(i)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 Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in Schedule 3(r)(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 any of its SubsidiariesSubsidiaries (other than as may be issued from time to time under any equity incentive plan maintained); (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or contractsother agreements, commitments, understandings documents or arrangements 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 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 or any of its Subsidiariesbound; (iiiiv) except as disclosed in Schedule 3(r)(iii), there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth in the 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 their securities under the 1933 ActAct (except pursuant to the Registration Rights Agreement); (vvi) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vi) except as disclosed in Schedule 3(r)(vvii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyer SEC Documents contain true, correct and complete copies of the Company’s Amended and Restated Certificate Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate Articles of Incorporation”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities (as defined below) and the material rights of the holders thereof in respect thereto. “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 Subsidiariesthereof.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 1,500,000,000 19,500,000 shares of Common Stock, of which,1,499,000,0000 which 10,446,824 are issued and outstanding and 0 9,053,176 shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Note Common Shares and the Warrant)Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, (ii) 120,000,000 500,000 shares of Series A convertible preferred Convertible Preferred stock, of which 44,570,101 shares are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares 46,621 are issued and outstanding and (iviii) 1,000,000 500,000 shares of Series C convertible preferred B Convertible Preferred stock of which 455,801 shares 85,666 are issued and outstanding. 1,000,000 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. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 3,178,269 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof 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 securities 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. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, except as disclosed in the SEC Documents, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) Except as disclosed in Schedule 3(r)(i), none None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in on Schedule 3(r)(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 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 or any of its Subsidiaries; (iii) except as disclosed in on Schedule 3(r)(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 on Schedule 3(r)(iv), there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth in the 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 their securities under the 1933 ActAct (except pursuant to the Registration Rights Agreement); (vvi) except as disclosed in on Schedule 3(r)(iv3(r)(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 Company or any of its Subsidiaries; (vi) except as disclosed in Schedule 3(r)(vvii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viii) neither . Neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyer Buyers 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 (the “Certificate Articles of Incorporation”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (ix) 1,500,000,000 300,000,000 shares of Common Stock, of which,1,499,000,0000 which 60,145,237 shares are issued and outstanding and 0 9,825,197 shares are reserved for issuance pursuant to outstanding Convertible Securities (as defined below) (other than the Note Common Shares and the Warrant)Warrants) and 4,551,985 shares are reserved for issuance for future grants under the Company’s equity incentive plans, and (iiy) 120,000,000 no shares of Series A convertible preferred stock, of which 44,570,101 shares are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 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. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 18,579,449 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof 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 securities 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. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, except as disclosed in the SEC Documents, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below)Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) Except as disclosed in Schedule 3(r)(i), none None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in the SEC Documents or on Schedule 3(r)(ii3(r), 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 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 or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(iii)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) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth in the 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 their securities under the 1933 ActAct (except pursuant to the Registration Rights Agreement); (vvi) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vi) except as disclosed in Schedule 3(r)(vvii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could would not have a Material Adverse Effect. The Company has furnished to the Buyer SEC Documents contain true, correct and complete copies of the Company’s Amended and Restated Certificate Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate of IncorporationCharter”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and describe in all material respects the terms of or contain materially true, correct and complete copies of all Convertible Securities and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. As of the date hereof, the authorized share capital stock of the Company consists of (i) 1,500,000,000 of: 4,000,000,000 shares of Common Stock, Class A common stock; 1,000,000,000 shares of which,1,499,000,0000 are issued and outstanding and 0 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Note and the Warrant), (ii) 120,000,000 Class B common stock; 5,000 shares of Series A convertible preferred stockConvertible Preferred Stock; and one share of Series B Preferred Stock. As of the date hereof, there were (i) 16,620,057 shares of which 44,570,101 Class A common stock outstanding; (ii) 279,203 shares are issued and of Class B common stock outstanding, ; (iii) 1,000,000 an aggregate of 48,643,249 shares of Class A common stock reserved for future issuance under the Nxu, Inc. Amended and Restated 2023 Omnibus Incentive Plan; (iv) an aggregate of 997,698 shares of Class A common stock underlying outstanding options; (v) an aggregate of 3,495,518 shares of Class A common stock underlying outstanding restricted stock units; (vi) an aggregate of 109,513 shares of Class A common stock reserved for future issuance under outstanding warrants (excluding the Warrants); (vii) a maximum of 66,667 shares of Class A common stock issuable upon conversion of outstanding convertible notes (based on a conversion price of $0.15); (viii) zero shares of Series B convertible preferred stock, of which no shares are issued and outstanding A Convertible Preferred Stock outstanding; and (ivix) 1,000,000 shares one share of Series C convertible preferred stock of which 455,801 shares are B Preferred Stock outstanding. 1,000,000 No shares of Common Stock Stocks 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. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 shares 750,204 of the Company’s issued and outstanding Series C convertible preferred stock shares of Common Stock on the date hereof are as of the date hereof 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 securities 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. Except as disclosed on Schedule 3(r)in the Company’s SEC Documents, to the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder shareholder for purposes of federal securities laws). (i) Except as disclosed in Schedule 3(r)(i)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 Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in Schedule 3(r)(ii)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 Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional 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 or any of its Subsidiaries; (iii) except as disclosed in the SEC Documents or in Schedule 3(r)(iii3(q)(i), 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 amounts filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth disclosed in the SEC DocumentsDocuments or in Schedule 3(q)(ii), 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 their securities under the 1933 Act; (vvi) except as disclosed in Schedule 3(r)(iv)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 Company or any of its Subsidiaries; (vivii) except as disclosed in Schedule 3(r)(v) 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; (viiviii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyer 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 “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 Convertible Securities securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. “Convertible Securities” means any capital stock or other security thereto have heretofore been filed as part 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 SubsidiariesSEC Documents.

Equity Capitalization. As of the date hereofJuly 10, 2015, the authorized capital stock of the Company consists of (i) 1,500,000,000 750,000,000 shares of Common Stock, of which,1,499,000,0000 which, 2,214,179 are issued and outstanding and 0 23,034,918 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Note Note) and the Warrant), (ii) 120,000,000 5,000,000 shares of Series A convertible preferred stock, of which 44,570,101 shares which, 8,160 are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 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. 100,000 shares of To the Company’s issued and outstanding Series A convertible preferred stock and 395,801 knowledge, 33,931 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only executive officers, directors and holders of at least 10% of the Company’s issued and outstanding securities 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. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, except as disclosed in the Public Reports, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below)Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) Except as disclosed in Schedule 3(r)(i), none None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in Schedule 3(r)(ii)the SEC Reports, 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 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 or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(iii)the SEC Reports, 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 the SEC Reports, there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth disclosed in the SEC DocumentsReports, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 ActAct (except pursuant to the Registration Rights Agreement); (vvi) except as disclosed in Schedule 3(r)(iv)the SEC Reports, there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vi) except as disclosed in Schedule 3(r)(vvii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents Public Filings which are not so disclosed in the SEC DocumentsPublic Filings, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished (or made available through the SEC’s E▇▇▇▇ system) to the Buyer Investor true, correct and complete copies of the Company’s Amended and Restated Certificate articles of Incorporationincorporation, as amended and as in effect on the date hereof (the “Certificate of IncorporationCharter”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 1,500,000,000 20,000,000 shares of Common Stock, of which,1,499,000,0000 which 8,506,098 are issued and outstanding and 0 418,173 shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Note Common Shares and the Warrant)Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 120,000,000 147,500 shares of Series A convertible AA preferred stock, 52,784 of which 44,570,101 shares are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 32,619 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 nonassessable. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 3,238,692 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof 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 securities 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. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, except as disclosed in the SEC Documents, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below)Equivalents, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) . Except as disclosed in Schedule 3(r)(i), 00: (i) none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in Schedule 3(r)(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 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 or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(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 amounts material amounts, either individually or in the aggregate, filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth in the 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 their securities under the 1933 ActAct (except pursuant to the Registration Rights Agreement); (vvi) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vi) except as disclosed in Schedule 3(r)(vvii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyer Buyers true, correct and complete copies of the Company’s Amended and Restated Certificate Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate Articles of Incorporation”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. “Convertible Securities” means any capital stock or other security of thereto that have not been disclosed in 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 SubsidiariesSEC Documents.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 1,500,000,000 470,000,000 shares of Common Stock, of which,1,499,000,0000 which 111,105,658 are issued and outstanding and 0 47,909,000 shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Note Notes and the Warrant)Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 120,000,000 5,000,000 shares of Series A convertible preferred stock, par value $0.001 per share, of which 44,570,101 400 shares have been previously designated as Series C Preferred Stock, of which none are currently issued and outstanding, (iii) 1,000,000 shares of 2,500 have been previously designated as Series B convertible preferred stockF Preferred Stock, of which no 870 shares are currently issued and outstanding outstanding, and (iv) 1,000,000 500 shares of have been previously designated as Series C convertible preferred stock H Preferred Stock, of which 455,801 shares 159 are currently issued and outstanding. 1,000,000 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 nonassessable. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 33,024,171 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof 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 securities 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. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, except as disclosed in the SEC Documents, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) Except as disclosed in Schedule 3(r)(i), none None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in Schedule 3(r)(ii)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 Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional 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 or any of its Subsidiaries; (iii) except other than the Notes and as disclosed in Schedule 3(r)(iii)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) there are no financing statements securing obligations in any material amounts filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth in the SEC Documentspursuant to this Agreement and Schedule 3(r), there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 ActAct (except pursuant to the Registration Rights Agreement); (vvi) except other than the Notes and as disclosed in set forth on Schedule 3(r)(iv3(r), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vi) except as disclosed in Schedule 3(r)(vvii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished made available to the Buyer Buyers true, correct and complete copies of the Company’s Second Amended and Restated Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Amended and Restated BylawsBy-laws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 1,500,000,000 100,000,000__________ shares of Common StockStock of which, of which,1,499,000,0000 _44,867,416 are issued and outstanding and 0 shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Note Notes and the Warrant)Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 120,000,000 10,000,000 shares of Series A convertible preferred stock, $0.001 par value, of which 44,570,101 shares none are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 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 nonassessable. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 14,316,885 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof 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 securities 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. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, no one Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) Except as disclosed in Schedule 3(r)(i), none None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed set forth in the SEC Documents or on Schedule 3(r)(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 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 or any of its Subsidiaries; (iii) except as disclosed set forth in the SEC Documents or on Schedule 3(r)(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 set forth on Schedule 3(r)(iv), there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth in the SEC Documentson Schedule 3(r)(v), there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 ActAct (except pursuant to the Registration Rights Agreement); (vvi) except as disclosed in set forth on Schedule 3(r)(iv3(r)(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 Company or any of its Subsidiaries; (vivii) except as disclosed in set forth on Schedule 3(r)(v) 3(r)(vii), there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiviii) except as set forth on Schedule 3(r)(viii), there are no securities that have been issued in a Variable Rate Transaction (as defined below) on or prior to the Subscription Date, (ix) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished or has made available to the Buyer Buyers 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 (the “Certificate of Incorporation”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 1,500,000,000 50,000,000 shares of Common Stock, of which,1,499,000,0000 which, 23,662,944 shares are issued and outstanding and 0 8,300,246 shares are reserved for issuance pursuant to Convertible Securities (as defined below) outstanding securities (other than the Note Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and the Warrant), (ii) 120,000,000 5,000,000 shares of Series A convertible preferred stock, of which 44,570,101 shares none are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 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 nonassessable. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 445,802 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof 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 securities 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. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below)Equivalents, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) Except as disclosed in Schedule 3(r)(i), none None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in Schedule 3(r)(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 any of its Subsidiaries, or contracts, commitments, understandings or arrangements 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 or any of its SubsidiariesSubsidiaries as a result of the transactions contemplated by this Agreement or the other Transaction Documents; (iii) except as disclosed in Schedule 3(r)(iii)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 the SEC Documents, there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth in the 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 their securities under the 1933 ActAct (except pursuant to this Agreement); (vvi) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisionsprovisions (except that the Company has the right to repurchase the Class A Warrants (as defined below) pursuant to the terms thereof), and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vi) except as disclosed in Schedule 3(r)(vvii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyer Buyers, or made available via the SEC’s ▇▇▇▇▇ filing system, true, correct and complete copies of the Company’s Amended and Restated Certificate Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate Articles of Incorporation”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 1,500,000,000 100,000,000 shares of Common Stock, of which,1,499,000,0000 which as of the date hereof, 9,472,020 shares are issued and outstanding, 1,602,650 shares were subject to outstanding and 0 options granted pursuant to the Company’s stock incentive plans, 509,600 shares are reserved for issuance pursuant to Convertible Securities (as defined below) the Company’s stock incentive plans and 200,000 shares are reserved for issuance pursuant to securities (other than the Note Common Shares and the Warrant)Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 120,000,000 5,000,000 shares of Series A convertible preferred stock, none of which 44,570,101 shares which, as of the date hereof, are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 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 issued, fully paid and nonassessable. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 6,200,883 shares of the Company’s issued and outstanding Series C convertible preferred stock shares of Common Stock on the date hereof are as of the date hereof owned by Persons who are “affiliates” (as defined in Rule 405 of promulgated under the 1933 Act and calculated based on the assumption that only officers, directors and known holders of at least 10% of the Company’s issued and outstanding securities shares of 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 SubsidiariesCompany. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, as of the date hereof no Person (other than the three Persons who have been previously identified to the Buyers) owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below)Equivalents, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of regard to any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) . Except as disclosed in the SEC Documents or on Schedule 3(r)(i), 3(r): (i) none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Company; (ii) except as disclosed in Schedule 3(r)(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 any of its SubsidiariesCompany, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional 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 or any of its SubsidiariesCompany; (iii) except as disclosed in Schedule 3(r)(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 amounts material amounts, either individually or in the aggregate, filed in connection with the Company or any of its SubsidiariesCompany; (ivv) except as set forth in the 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 their its securities under the 1933 ActAct (except pursuant to the Registration Rights Agreement); (vvi) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its SubsidiariesCompany; (vi) except as disclosed in Schedule 3(r)(vvii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (viiviii) neither the Company nor any Subsidiary has does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viii) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyer Buyers true, correct and complete copies of the Company’s Amended and Restated Certificate Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate Articles of Incorporation”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (i) 1,500,000,000 shares of Common StockOrdinary Shares, of which,1,499,000,0000 which 29,640,965 are issued and outstanding and 0 shares 6,236,741 are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Note and the WarrantWarrants), and (ii) 120,000,000 shares of Series A convertible preferred stockpreference shares, of which 44,570,101 shares none are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 shares of Common Stock No Ordinary 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 fully paid and nonassessablenon-assessable. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 1,165,628 shares of the Company’s issued and outstanding Series C convertible preferred stock on the date hereof are Ordinary Shares, as of the date hereof hereof, are owned by officers, directors and, to the best of the Company’s knowledge, other 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 securities Ordinary Shares are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its SubsidiariesCompany. Except as disclosed on Schedule 3(r), in the SEC Documents: (i) to the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock Ordinary Shares (calculated based on the assumption that all Convertible Securities (as defined below)Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). ; (iii) Except as disclosed in Schedule 3(r)(i), none of the Company’s or any Subsidiary’s capital stock is and the capital stock of its subsidiaries are not subject to preemptive rights or any other similar rights or Liens suffered any liens or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)encumbrances; (iiiii) except as disclosed in Schedule 3(r)(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 any of its Subsidiariessubsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries subsidiaries is or may become bound to issue additional 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 or any of its Subsidiariessubsidiaries, respectively (other than as may be issued from time to time under any equity incentive plan maintained); (iiiiv) except as disclosed in Schedule 3(r)(iii)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; (v) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiariessubsidiaries; (ivvi) except as set forth in the SEC Documents, there are no agreements or arrangements under which the Company or any of its Subsidiaries subsidiaries is obligated to register the sale of any of their securities under the 1933 ActAct (except pursuant to the Registration Rights Agreement or as set forth on Schedule 3(r)); (vvii) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries 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 subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiariessubsidiaries; (vi) except as disclosed in Schedule 3(r)(vviii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiix) neither the Company nor any Subsidiary of its subsidiaries has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiix) neither the Company nor any of its Subsidiaries does not have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses business and which, individually or in the aggregate, which do not or could and would not reasonably be expected to have a Material Adverse Effect. The Company has furnished to the Buyer SEC Documents contain true, correct and complete copies of the Company’s Amended certificate of incorporation, as amended and Restated Certificate of Incorporationas in effect on the date, and the Company’s bylaws, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Amended and Restated Bylaws, as amended and as in effect on the date hereof (the “Bylaws”)hereof, and the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, Ordinary Shares and the material rights of the holders thereof in respect thereto. “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 Subsidiariesthereof.

Equity Capitalization. (i) As of the date hereofJuly 29, 2021, the authorized share capital stock of the Company consists of (i) 1,500,000,000 shares of Common Stock140,000,000 Ordinary Shares, of which,1,499,000,0000 which 54,605,086 shares are issued and outstanding and 0 2,225,930 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than securities exercisable or exchangeable for, or convertible into, Ordinary Shares. No Ordinary Shares are held in the Note and treasury of the Warrant), Company. (ii) 120,000,000 shares of Series A convertible preferred stock, of which 44,570,101 shares are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, been validly issued and are fully paid and nonassessable. 100,000 All shares of Company’s issued and outstanding Series A underlying convertible preferred stock and 395,801 shares securities are duly authorized and, upon issuance in accordance with the terms of the Company’s issued agreements governing such convertible securities, will be validly issued, fully paid and outstanding Series C nonassessable. Schedule 4(c)(ii) sets forth the number of Ordinary Shares that are (A) reserved for issuance pursuant to convertible preferred stock on the date hereof are securities and (B) as of the date hereof hereof, owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Securities Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding securities Ordinary Shares are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock Ordinary Shares (calculated based on the assumption that all Convertible Securities (as defined below)convertible securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder shareholder for purposes of federal securities laws). (iiii) Except as set forth on Schedule 4(c)(iii) or as disclosed in Schedule 3(r)(ithe SEC Documents (as defined below), (i) none of the Company’s or any Subsidiary’s capital stock is shares are subject to preemptive rights or any other similar rights or Liens any liens, encumbrances and defects (“Liens”) suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder); Subsidiary, (ii) except as disclosed in Schedule 3(r)(ii)neither the Company nor any Subsidiary has any outstanding debt securities, (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company Company’s or any of its SubsidiariesSubsidiary’s shares, 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 Ordinary Shares of the Company or any shares of capital stock of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any of the Company’s shares or exercisable or exchangeable for, any of capital stock of the Company or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(iii), there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (iv) except as set forth in the 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 their securities under the 1933 Act; Securities Act (except the Registration Rights Agreement), (v) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; , (vi) except as disclosed in Schedule 3(r)(v) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; Securities as described in this Agreement and (vii) neither the Company nor any Subsidiary has does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viii) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the 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 (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 Convertible Securities and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (i) 1,500,000,000 600,000,000 shares of Common Stock, of which,1,499,000,0000 which 64,996,501 are issued and outstanding and 0 shares 226,878,906 are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Note Convertible Notes and the WarrantWarrants) (150,025,000 are reserved for issuance upon conversion of Series A Preferred Stock and 73,800,250 are reserved for issuance upon conversion of Series B Preferred Stock), and (ii) 120,000,000 73,800,250 shares of Series A convertible preferred stock, of which, 1,500,250 are designated as Series A Preferred Stock and 72,300,000 are designated as Series B Preferred Stock, of which 44,570,101 shares 1,500,250 and 71,516,534 are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstandingrespectively. 1,000,000 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. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 shares of the Company’s issued and outstanding Series C convertible preferred stock Except as provided on the date hereof are as of the date hereof 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 securities are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities lawsSection 3(p) of the Company or any of its Subsidiaries. Except as disclosed on Schedule 3(r)Disclosure Schedule, (i) to the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below)Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). ; (iii) Except as disclosed in Schedule 3(r)(i), none of the Company’s or any Subsidiary’s capital stock is and the capital stock of its subsidiaries are not subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Liens; (iiiii) except as disclosed in Schedule 3(r)(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 any of its Subsidiariessubsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries subsidiaries is or may become bound to issue additional 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 or any of its Subsidiariessubsidiaries, respectively (other than as may be issued from time to time under any equity incentive plan ​ ​ ​ ​ ​ maintained); (iiiiv) except as disclosed in Schedule 3(r)(iii)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; (v) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiariessubsidiaries; (ivvi) except as set forth in the SEC Documents, there are no agreements or arrangements under which the Company or any of its Subsidiaries subsidiaries is obligated to register the sale of any of their securities under the 1933 ActAct (except as provided in Section 5(h) hereof); (vvii) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries 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 subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiariessubsidiaries; (vi) except as disclosed in Schedule 3(r)(vviii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (viiix) neither the Company nor any Subsidiary of its subsidiaries has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viii) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished provided to the Buyer a true, correct and complete copies copy of the Company’s Amended and Restated Certificate of Incorporation, as amended and charter as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Amended and Restated Bylaws, as amended and as in effect on the date hereof (the “Bylaws”)hereof, and the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. “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 Subsidiariesthereof.

Equity Capitalization. As of the date hereofJune 6, 2016, the authorized capital stock of the Company consists of (i) 1,500,000,000 shares of 750,000,000 Common StockShares, of which,1,499,000,0000 which, 4,583,849 are issued and outstanding and 0 no shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Note and a convertible note dated January 27, 2016 issued to the WarrantInvestor), (ii) 120,000,000 shares of Series A convertible preferred stock5,000,000 Class B common shares, of which 44,570,101 shares none are issued and outstanding, and (iii) 1,000,000 25,000,000 shares of Series B convertible preferred stock, of which no shares which, none are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 shares of No Common Stock 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 fully paid and nonassessablenon-assessable. 100,000 shares of To the Company’s issued and outstanding Series A convertible preferred stock and 395,801 knowledge, approximately 738,134 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Shares on the date hereof are as of the date hereof owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only executive officers, directors and holders of at least 10% of the Company’s issued and outstanding securities Common Shares are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, except for entities affiliated with the officers and directors of the Company or as disclosed in the Public Reports, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock Shares (calculated based on the assumption that all Convertible Securities (as defined below)Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder shareholder for purposes of federal securities laws). (i) Except as disclosed in Schedule 3(r)(i)SEC Reports, none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in Schedule 3(r)(ii)the SEC Reports, 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 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 or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(iii)the SEC Reports, 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 the SEC Reports, there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth disclosed in the SEC DocumentsReports, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act; (vvi) except as disclosed in Schedule 3(r)(iv)the SEC Reports, there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vi) except as disclosed in Schedule 3(r)(vvii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents Public Filings which are not so disclosed in the SEC DocumentsPublic Filings, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished (or made available through the SEC’s E▇▇▇▇ system) to the Buyer Investor true, correct and complete copies of the Company’s Amended and Restated Certificate articles of Incorporationincorporation, as amended and as in effect on the date hereof (the “Certificate of IncorporationCharter”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities and the material rights of the holders thereof in respect thereto. “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 StockShares) or any of its Subsidiaries.

Equity Capitalization. As of the date hereof, the authorized share capital stock of the Company consists of (i) 1,500,000,000 shares of 500,000,000 Common StockShares, of which,1,499,000,0000 which as of the date hereof, 4,094,589 are issued and outstanding and 0 outstanding, 169,000 shares are reserved for issuance pursuant to Convertible Securities (as defined below) the Company’s stock option and purchase plans and 2,863,317 shares are reserved for issuance pursuant to securities (other than the Note aforementioned options and the Warrant)Warrants) exercisable or exchangeable for, (ii) 120,000,000 shares of Series A or convertible into, Common Shares and no preferred stock, of which 44,570,101 shares are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstandingshares. 1,000,000 shares of No Common Stock 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. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 shares 45,826 of the Company’s issued and outstanding Series C convertible preferred stock Common Shares on the date hereof are as of the date hereof 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 securities 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. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock Shares (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) Except as disclosed in Schedule 3(r)(i)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 Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in Schedule 3(r)(ii)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 Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional 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 or any of its Subsidiaries; (iii) except as disclosed in the SEC Documents or in Schedule 3(r)(iii3(q)(i), 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 amounts filed in connection with the Company or any of its Subsidiaries; (iv) v), except as set forth disclosed in the SEC DocumentsDocuments or in Schedule 3(q)(ii), 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 their securities under the 1933 Act; (vvi) except as disclosed in Schedule 3(r)(iv)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 Company or any of its Subsidiaries; (vivii) except as disclosed in Schedule 3(r)(v) 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; (viiviii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyer trueTrue, correct and complete copies of the Company’s Amended and Restated Certificate of IncorporationMemorandum And Articles Of Association, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Amended and And Restated Bylaws, as amended and as in effect on the date hereof (the “BylawsMemorandum And Articles Of Association”), and the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, Common Shares and the material rights of the holders thereof in respect thereto. “Convertible Securities” means any capital stock or other security thereto have heretofore been filed as part 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 SubsidiariesSEC Documents.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 1,500,000,000 300,000,000 shares of Common Stock, of which,1,499,000,0000 which, 91,627,012 are issued and outstanding and 0 14,950,148 shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Note Exchanged Notes and the Warrant)Exchanged Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 120,000,000 5,000,000 shares of Series A convertible preferred stock, of which 44,570,101 shares 1,251,494 are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 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 nonassessable. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 5,572,637 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Securities Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding securities 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. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, as of the date hereof, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined belowin the Exchanged Note), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) . Except as disclosed in Schedule 3(r)(i), 3.9: (i) none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in Schedule 3(r)(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 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 or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(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 amounts filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth in the 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 their securities under the 1933 ActSecurities Act (except pursuant to the Registration Rights Agreement); (vvi) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vi) except as disclosed in Schedule 3(r)(vvii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyer Holders 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 (the “Certificate of Incorporation”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. “Convertible Securities” means any capital stock or other security of thereto that have not been disclosed in 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.SEC Documents

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 1,500,000,000 100,000,000 shares of Common Stock, of which,1,499,000,0000 which, 24,366,829 are issued and outstanding and 0 1,793,310 shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Note Common Shares and the Warrant)Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 120,000,000 10,000,000 shares of Series A convertible preferred stock, none of which 44,570,101 shares are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 75,633,171 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. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 12,730,003 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof 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 securities 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. Except as disclosed on Schedule 3(r)With the exception of Excelvantage Group Limited, which owns approximately 49% of the Company’s issued and outstanding shares of Common Stock, to the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (iA) Except as disclosed set forth in Schedule 3(r)(i)the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on November 15, 2010, none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (iiB) except as disclosed set forth in Schedule 3(r)(ii)the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on November 15, 2010, 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 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 or any of its Subsidiaries; (iiiC) except as disclosed set forth in Schedule 3(r)(iii)the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on November 15, 2010, 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; (D) except as set forth in the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on November 15, 2010, there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (ivE) except as set forth in the Company’s Quarterly Report on Form 10-Q, as filed with the SEC Documentson November 15, 2010 and as contemplated by this Agreement, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act; (vF) except as disclosed set forth in Schedule 3(r)(iv)the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on November 15, 2010, there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vi) except as disclosed in Schedule 3(r)(vG) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiH) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiI) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyer Buyers 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 (the “Certificate Articles of Incorporation”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. As of immediately prior to the date hereofInitial Closing Date, the authorized capital stock of the Company consists of (i) 1,500,000,000 One Hundred and Fifty Million (150,000,000) shares of Common Stock, of which,1,499,000,0000 which, 2,962,037 are issued and outstanding and 0 2,409,622 shares are reserved for issuance pursuant to Convertible Securities Common Stock Equivalents (as defined below) (other than the Note Preferred Shares and the WarrantWarrants), all of which are described on Schedule 4(r), (ii) 120,000,000 Fifteen Million (15,000,000) shares of Series A convertible preferred stockstock authorized, of which, 2,763,000 are designated as Series A-1 Preferred Stock and of which 44,570,101 shares 1,529,370 are issued and outstanding, 1,250,000 are designated as Series B Preferred Stock and of which 1,143,563 are issued and outstanding and Two Hundred Thousand (iii200,000) 1,000,000 shares of Series B convertible preferred stock, C Preferred Stock and of which no shares none are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 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. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 460,192 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Securities Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding securities 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. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, except as disclosed in on Schedule 4(r), no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below)Common Stock Equivalents, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) Except as disclosed in Schedule 3(r)(i), none None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in set forth on Schedule 3(r)(ii4(r), 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 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 or any of its Subsidiaries; (iii) except as disclosed in set forth on Schedule 3(r)(iii4(r), 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 amounts filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth in on Schedule 4(r), or as otherwise contemplated by the SEC DocumentsRegistration Rights Agreement, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Securities Act; (vvi) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vivii) except as disclosed in set forth on Schedule 3(r)(v4(r) and except as otherwise contemplated by this Agreement, there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not reasonably be expected to have a Material Adverse Effect. The Company has furnished to the Buyer Subscribers 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 (the “Certificate of IncorporationCharter”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities Common Stock Equivalents and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 1,500,000,000 80,000,000 shares of Common Stock, of which,1,499,000,0000 which 29,753,191 are issued and outstanding and 0 8,087,300 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Note Warrants) and the Warrant), (ii) 120,000,000 10,000,000 shares of Series A convertible preferred stock, of which 44,570,101 shares none are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 24,331 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. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 6,860,494 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof 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 securities 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. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, except as set forth in the SEC Documents, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below)Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) Except as disclosed in Schedule 3(r)(i), none None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as pursuant to the Fourth Amended and Restated 1998 Director Stock Plan of the Company and the Third Amended and Restated 1998 Stock Incentive Plan of the Company that are each disclosed in Schedule 3(r)(ii)the SEC Documents (collectively, the “Company Stock Plans”) and except for warrants previously issued pursuant to (w) the securities purchase agreement, dated November 15, 2010, between the Company and each of the buyers party thereto, (x) the securities purchase agreement, dated August 19, 2010, between the Company and each of the buyers party thereto, (y) the securities purchase agreement, dated May 3, 2010, between the Company and each of the buyers party thereto, and (z) the securities purchase agreement, dated February 11, 2010, between the Company and each of the buyers party thereto, 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 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 or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(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 amounts filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth in the 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 their securities under the 1933 ActAct (except pursuant to this Agreement); (vvi) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vi) except as disclosed in Schedule 3(r)(vvii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreementagreement other than the Company Stock Plans; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyer Buyers 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 (the “Certificate Articles of Incorporation”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. (i) As of the date hereofSeptember 30, 2022, the authorized share capital stock of the Company consists of (i) 1,500,000,000 1,000,000 shares of preferred stock, par value $0.001 per share, and 175,000,000 Common StockShares, of which,1,499,000,0000 which 106,407,769 shares are issued and outstanding and 0 25,238,160 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than outstanding securities exercisable or exchangeable for, or convertible into, Common Shares. No Common Shares are held in the Note and treasury of the Warrant), Company. (ii) 120,000,000 shares of Series A convertible preferred stock, of which 44,570,101 shares are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, been validly issued and are fully paid and nonassessable. 100,000 All shares of Company’s issued and outstanding Series A underlying convertible preferred stock and 395,801 shares securities are duly authorized and, upon issuance in accordance with the terms of the Company’s issued agreements governing such convertible securities, will be validly issued, fully paid and outstanding Series C nonassessable. Schedule 4(c)(ii) sets forth the number of Common Shares that are (A) reserved for issuance pursuant to convertible preferred stock on the date hereof are securities and (B) as of the date hereof hereof, owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Securities Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding securities Common Shares are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock Shares (calculated based on the assumption that all Convertible Securities (as defined below)convertible securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder shareholder for purposes of federal securities laws). (iiii) Except as set forth on Schedule 4(c)(iii) or as disclosed in Schedule 3(r)(ithe SEC Documents (as defined below), (i) none of the Company’s or any Subsidiary’s capital stock is shares are subject to preemptive rights or any other similar rights or Liens any liens, encumbrances and defects (“Liens”) suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder); Subsidiary, (ii) except as disclosed in Schedule 3(r)(ii)neither the Company nor any Subsidiary has any outstanding debt securities, (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company Company’s or any of its SubsidiariesSubsidiary’s shares, 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 Common Shares of the Company or any shares of capital stock of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any of the Company’s shares or exercisable or exchangeable for, any of capital stock of the Company or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(iii), there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (iv) except as set forth in the 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 their securities under the 1933 Act; Securities Act (except the Registration Rights Agreement), (v) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; , (vi) except as disclosed in Schedule 3(r)(v) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; Securities as described in this Agreement and (vii) neither the Company nor any Subsidiary has does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viii) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the 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 (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 Convertible Securities and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 1,500,000,000 100,000,000 shares of Common Stock, of which,1,499,000,0000 which, 4,993,175 are issued and outstanding and 0 315,814 shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Note Existing Note) exercisable or exchangeable for, or convertible into, shares of Common Stock and the Warrant), (ii) 120,000,000 5,000,000 shares of Series A convertible preferred stock, of which 44,570,101 shares none are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 54,254 shares of Common Stock are held in treasury. “Common Stock” means (i) the Company’s shares of common stock, $0.01 par value per share, and (ii) any capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessable. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 29,232 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Securities Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding securities 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. Except as disclosed on Schedule 3(r)in the SEC Documents, to the Company’s knowledge, as of the date hereof, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined belowin the Exchanged Convertible Notes), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). . Except as set forth on Schedule 2.15: (i) Except as disclosed in Schedule 3(r)(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 suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in Schedule 3(r)(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 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 or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(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 (other than in connection with Permitted Indebtedness secured by Permitted Liens) securing obligations, other than obligations under such Permitted Indebtedness secured by Permitted Liens, in any amounts filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth in the 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 their securities under the 1933 Securities Act; (vvi) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vi) except as disclosed in Schedule 3(r)(vvii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Exchanged Securities; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do would not or could not reasonably be expected to have a Material Adverse Effect. The Company has furnished to the Buyer Investor 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 (the “Certificate of Incorporation”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect theretothereto that have not been disclosed in the SEC Documents. For purposes of this Agreement: (x) “Convertible SecuritiesIndebtedness” means of any capital stock Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (other than trade payables entered into in the ordinary course of business consistent with past practice), (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other security title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the Company seller or any bank under such agreement in the event of its Subsidiaries that is at any time and default are limited to repossession or sale of such property), (F) all monetary obligations under any circumstances directly leasing or indirectly convertible intosimilar arrangement which, exercisable in connection with GAAP, consistently applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or exchangeable forfor which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above; and (y) “Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or which otherwise entitles the holder thereof primary effect thereof, is to acquireprovide assurance to the obligee of such liability that such liability will be paid or discharged, or that any capital stock agreements relating thereto will be complied with, or other security that the holders of the Company such liability will be protected (including, without limitation, Common Stockin whole or in part) or any of its Subsidiariesagainst loss with respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (i) 1,500,000,000 100,000,000 shares of Common Stock, of which,1,499,000,0000 are issued and outstanding and 0 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Note and the Warrant), (ii) 120,000,000 shares of Series A convertible preferred stock, of which 44,570,101 shares are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares 26,544,299 are issued and outstanding and (ivii) 1,000,000 5,000,000 shares of Series C convertible preferred stock stock, of which 455,801 shares there are outstandingno issued and outstanding shares. 1,000,000 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, been validly issued and are fully paid and nonassessablenon-assessable. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 6,591,668 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof 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 securities 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 SubsidiariesCompany. Except as disclosed set forth on Section 2.17 of the Company Disclosure Schedule 3(r), or pursuant to the Transaction Documents: (i) to the Company’s knowledgeKnowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below)convertible securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). ; (iii) Except as disclosed in Schedule 3(r)(i), none of the Company’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Company; (iiiii) except as disclosed in Schedule 3(r)(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 any of its SubsidiariesCompany, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional 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; (iv) there are no outstanding debt securities, preferred stock, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiariesby which the Company is or may become bound; (iiiv) except as disclosed in Schedule 3(r)(iii), there are no financing statements securing obligations in any amounts filed in connection with the Company or with respect to any of its Subsidiariesoutstanding Indebtedness; (ivvi) except as set forth in the 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 their securities under the 1933 ActAct (except pursuant to the Registration Rights Agreement); (vvii) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its SubsidiariesCompany; (vi) except as disclosed in Schedule 3(r)(vviii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the SecuritiesPurchased Shares; (viiix) neither the Company nor any Subsidiary has any no stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiix) neither the Company nor any of its Subsidiaries does not have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses business and which, individually or in the aggregate, do which does not or could would not reasonably be expected to have a Material Adverse Effect. The Company has furnished to the 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 (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 Convertible Securities securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. As of the date hereof, the authorized share capital stock of the Company consists of (i) 1,500,000,000 shares of Common Stock50,000,000 Ordinary Shares, of which,1,499,000,0000 which as of the date hereof, 12,897,856 are issued and outstanding and 0 outstanding, 2,000,000 shares are reserved for issuance pursuant to Convertible Securities (as defined below) the Company’s share option and purchase plans and 0 share is reserved for issuance pursuant to securities (other than the Note aforementioned options and the Warrant)Warrants) exercisable or exchangeable for, (ii) 120,000,000 shares of Series A or convertible into, Ordinary Shares and no preferred stock, of which 44,570,101 shares are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstandingshares. 1,000,000 shares of Common Stock No Ordinary 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. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 shares 10,310,000 of the Company’s issued and outstanding Series C convertible preferred stock 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 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 securities Ordinary Shares are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock Ordinary Shares (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder shareholder for purposes of federal securities laws). (i) Except as disclosed in Schedule 3(r)(i)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 Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in Schedule 3(r)(ii)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 Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional 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 or any of its Subsidiaries; (iii) except as disclosed in the SEC Documents or in Schedule 3(r)(iii3(q)(i), 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 amounts filed in connection with the Company or any of its Subsidiaries; (iv) v), except as set forth disclosed in the SEC DocumentsDocuments or in Schedule 3(q)(ii), 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 their securities under the 1933 Act; (vvi) except as disclosed in Schedule 3(r)(iv)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 Company or any of its Subsidiaries; (vivii) except as disclosed in Schedule 3(r)(v) 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; (viiviii) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyer trueTrue, correct and complete copies of the Company’s Amended Memorandum and Restated Certificate Articles of IncorporationAssociation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Amended and Restated Bylaws, as amended Memorandum and as in effect on the date hereof (the “BylawsArticles of Association”), and the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, Ordinary Shares and the material rights of the holders thereof in respect thereto. “Convertible Securities” means any capital stock or other security thereto have heretofore been filed as part 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 SubsidiariesSEC Documents.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 1,500,000,000 750,000,000 shares of Common Stock, of which,1,499,000,0000 which, 115,646,267 are issued and outstanding and 0 609,434,558 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Note Note) and the Warrant), (ii) 120,000,000 5,000,000 shares of Series A convertible preferred stock, of which 44,570,101 shares which, 8,160 are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 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. 100,000 shares of To the Company’s issued and outstanding Series A convertible preferred stock and 395,801 knowledge, 12,742,636 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only executive officers, directors and holders of at least 10% of the Company’s issued and outstanding securities 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. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, except as disclosed in the Public Reports, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below)Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) Except as disclosed in Schedule 3(r)(i), none None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in Schedule 3(r)(ii)the SEC Reports, 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 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 or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(iii)the SEC Reports, 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 the SEC Reports, there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth disclosed in the SEC DocumentsReports, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 ActAct (except pursuant to the Registration Rights Agreement); (vvi) except as disclosed in Schedule 3(r)(iv)the SEC Reports, there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vi) except as disclosed in Schedule 3(r)(vvii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents Public Filings which are not so disclosed in the SEC DocumentsPublic Filings, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished (or made available through the SEC’s E▇▇▇▇ system) to the Buyer Investor true, correct and complete copies of the Company’s Amended and Restated Certificate articles of Incorporationincorporation, as amended and as in effect on the date hereof (the “Certificate of IncorporationCharter”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. As of the date hereofhereof but taking into effect the issuance and sale pursuant to the terms hereof of the Common Shares and Warrants, the authorized capital stock of the Company consists of (i) 1,500,000,000 100,000,000 shares of Common Stock, of which,1,499,000,0000 which, 43,545,316 are issued and outstanding and 0 21,383,517 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Note securities exercisable or exchangeable for, or convertible into, shares of Common Stock and the Warrant), (ii) 120,000,000 25,000,000 shares of Series A convertible preferred stock, of which 44,570,101 shares 0 are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 1,893,807 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 nonassessable. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 32,721,199 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof 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 securities 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. Except as disclosed on in Schedule 3(r), to the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder shareholder for purposes of federal securities laws). (i) Except as disclosed in Schedule 3(r)(i), none None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in Schedule 3(r)(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 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 or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(iii), there are no financing statements securing obligations in any amounts filed in connection with outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its SubsidiariesSubsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) [Intentionally Omitted]; (v) except as set forth disclosed in the SEC DocumentsSchedule 3(r)(v), there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 ActAct (except pursuant to the Registration Rights Agreement); (vvi) except as disclosed in Schedule 3(r)(iv3(r)(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 Company or any of its Subsidiaries; (vivii) except as disclosed in Schedule 3(r)(v) 3(r)(vii), there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyer Buyers true, correct and complete copies of the Company’s Amended and Restated Certificate articles of Incorporationincorporation, as amended and as in effect on the date hereof (the “Certificate Articles of Incorporation”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 1,500,000,000 100,000,000 shares of Common Stock, of which,1,499,000,0000 which 51,415,349 shares are issued and outstanding and 0 ______ shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Note and the Warrant)Warrants) exercisable or exchangeable for, (ii) 120,000,000 shares of Series A or convertible preferred stockinto, of which 44,570,101 shares are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstandingCommon Stock. 1,000,000 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. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 37,790,000 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof 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 securities 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 the Subsidiaries. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, as of the date hereof no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below)Equivalents, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) . Except as disclosed in Schedule 3(r)(i), 3(r): (i) none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in Schedule 3(r)(ii)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 Company or any of its the Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its the Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its the 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 or any of its the Subsidiaries; (iii) except there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as disclosed defined in Schedule 3(r)(iiiSection 3(s), ) of the Company or any of the Subsidiaries or by which the Company or any of the Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its the Subsidiaries; (ivv) except as set forth in the SEC Documents, there are no agreements or arrangements under which the Company or any of its the Subsidiaries is obligated to register the sale of any of their securities under the 1933 ActAct (except pursuant to Section 4(n) hereof); (vvi) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its the 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 the Subsidiaries is or may become bound to redeem a security of the Company or any of its the Subsidiaries; (vi) except as disclosed in Schedule 3(r)(vvii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiix) neither the Company nor any of its the Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its the Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyer Buyers true, correct and complete copies of the Company’s Amended and Restated Certificate Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate “ Articles of Incorporation”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the ““ Bylaws”), and the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. “Convertible Securities” means any capital stock or other security of thereto that have not been disclosed in 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 SubsidiariesSEC Documents.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 1,500,000,000 40,000,000 shares of Common Stock, of which,1,499,000,0000 which 27,040,034 are issued and outstanding and 0 8,205,106 shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Note Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and the Warrant), (ii) 120,000,000 10,000,000 shares of Series A convertible preferred stock, of which 44,570,101 shares none are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 24,331 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 nonassessable. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 8,509,230 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof 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 securities 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. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, except as set forth in the SEC Documents, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) Except as disclosed in Schedule 3(r)(i), none None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as pursuant to the Fourth Amended and Restated 1998 Director Stock Plan of the Company and the Third Amended and Restated 1998 Stock Incentive Plan of the Company that are each disclosed in Schedule 3(r)(ii)the SEC Documents (collectively, the “Company Stock Plans”) and except for warrants previously issued to the Buyers pursuant to the (x) the August Purchase Agreement, (y) the securities purchase agreement, dated May 3, 2010, between the Company and each of the Buyers (the “May Purchase Agreement”) and (z) the securities purchase agreement, dated February 11, 2010, between the Company and each of the Buyers, 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 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 or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(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 amounts filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth in the 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 their securities under the 1933 ActAct (except pursuant to this Agreement); (vvi) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vi) except as disclosed in Schedule 3(r)(vvii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreementagreement other than the Company Stock Plans; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyer Buyers 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 (the “Certificate Articles of Incorporation”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of 50,000,000 shares, consisting of (i) 1,500,000,000 47,500,000 shares of Common Stock, of which,1,499,000,0000 which 1,617,312 are issued and outstanding as of the Effective Date and 0 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Note and the Warrant), (ii) 120,000,000 2,500,000 shares of Series A convertible preferred stock, of which 44,570,101 shares are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stockPreferred Stock, of which no shares are issued and or outstanding and (iv) 1,000,000 shares as of Series C convertible preferred stock the Effective Date. No approval of which 455,801 shares are outstandingthe shareholders is required for the issuance of the Notes or the Conversion Shares or any of the Convertible Securities. 1,000,000 No shares of Common Stock are held in treasury. All of such the outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessablenon-assessable. 100,000 shares of Company’s Schedule 3(r) attached to the Disclosure Letter discloses all issued and outstanding Series A convertible preferred stock and 395,801 shares of the Company’s issued and outstanding Series C convertible preferred stock on the date hereof are Common Stock that as of 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 securities 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 SubsidiariesCompany. Except To the Company’s knowledge, except as disclosed on Schedule 3(r), ) attached to the Company’s knowledgeDisclosure Letter, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below)Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding in the private placement documentation that such identified Person is a 10% stockholder for purposes of federal securities laws). . Except as set forth on Schedule 3(r) attached to the Disclosure Letter, (i) Except as disclosed in Schedule 3(r)(i), none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Company; (ii) except for the 2015 Convertible Notes and as disclosed on Schedule 3(r) attached to the Disclosure Letter or in Schedule 3(r)(ii)the Private Placement Memorandum, 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 any of its SubsidiariesCompany, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional 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 or any of its SubsidiariesCompany; (iii) except as disclosed for the 2015 Convertible Notes, 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) except in Schedule 3(r)(iii)connection with the 2015 Convertible Notes, there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its SubsidiariesCompany; (ivv) except as set forth in connection with the SEC Documents2015 Convertible Notes, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 ActAct (except pursuant to the Registration Rights Agreement and a warrant issued to the Placement Agent); (vvi) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its SubsidiariesCompany; (vi) except as disclosed in Schedule 3(r)(vvii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (viiviii) neither the Company nor any Subsidiary has not issued any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viii) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyer Buyers 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 (the “Certificate of Incorporation”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. “Convertible Securities” means any capital stock preferred stock, options, warrants or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances securities directly or indirectly convertible into, exchangeable for or exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security for Common Stock of the Company (including, without limitation, Common Stock) or any of its SubsidiariesCompany.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 1,500,000,000 50,000,000 shares of Common Stock, of which,1,499,000,0000 which, 9,936,464 are issued and outstanding and 0 9,032,502 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Note Notes and the WarrantPermitted Senior Indebtedness and Warrants (as defined in the Permitted Senior Indebtedness), ) and (ii) 120,000,000 5,000,000 shares of Series A convertible preferred stock, of which 44,570,101 shares none are issued and outstanding, (iii) 1,000,000 shares . A complete capitalization table of Series B convertible preferred stock, the Company as of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstandingthe date hereof is attached hereto as Schedule 3(r). 1,000,000 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 nonassessable. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 6,874,248 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof 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 securities 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. Except as disclosed on Schedule 3(r), to To the Company’s knowledgeKnowledge, except as disclosed in the SEC Documents, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) Except as disclosed in Schedule 3(r)(i), none None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any Encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in Schedule 3(r)(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 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 or any of its Subsidiaries; (iii) except other than as disclosed in set forth on Schedule 3(r)(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 amounts filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth in the SEC Documentson Schedule 3(r)(v), there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act; (vvi) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vi) except as disclosed in Schedule 3(r)(vvii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not reasonably be expected to have a Material Adverse Effect. The Company has furnished made available to the Buyer Buyers 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 (the “Certificate of Incorporation”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. (i) As of the date hereofexecution of this Agreement, the authorized capital stock of the Company consists of (iA) 1,500,000,000 1,400,000,000 shares of Common Stock, of which,1,499,000,0000 are issued Stock and outstanding and 0 shares are reserved for issuance pursuant to Convertible Securities (as defined belowB) (other than the Note and the Warrant), (ii) 120,000,000 100,000,000 shares of Series A convertible preferred stock, par value $0.001 per share (“Preferred Stock”), including 11,803,398 shares of which 44,570,101 preferred class A stock (the “Series A-1 Preferred Stock”) and 35,000 shares are of super voting preferred class B stock having a par value of $0.001 per share (the “Series B Preferred Stock”). As of the execution of this Agreement, (1) 175,346,582 shares of Common Stock were issued and outstanding, (iii2) 1,000,000 an additional 23,730,637 shares of Common Stock were issued to the Company as escrow agent and held as treasury shares for purposes of potential liabilities, (3) 16,908,828 restricted stock units of the Company were outstanding pursuant to which a maximum of 16,908,828 shares of Common Stock could be issued and (4) 11,832,655 shares of Preferred Stock were issued and outstanding, including 11,801,804 shares of Series A-1 Preferred Stock and 30,851 shares of Series B convertible preferred stockPreferred Stock. As of the Closing, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 10,000,000 shares of Common Stock are held in treasury. will be reserved for issuance upon the exercise of the Warrant. (ii) All of such issued and outstanding shares of capital stock of the Company are duly authorized and have been, or upon issuance will beauthorized, validly issued and are issued, fully paid and nonassessable. 100,000 shares of Company’s issued The Note and outstanding Series A convertible preferred stock the Warrant are not and 395,801 shares of the Company’s issued and outstanding Series C convertible preferred stock on the date hereof are as of the date hereof 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 securities are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. Except as disclosed on Schedule 3(r), to the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below), whether or will not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) Except as disclosed in Schedule 3(r)(i), none of the Company’s or any Subsidiary’s capital stock is be subject to preemptive rights or any restrictions on transfer under applicable Law or any contract to which the Company is a party, other than those under applicable securities Laws and this Agreement, and will be free and clear of all stock transfer, documentary, sales and use, registration, recording, stamp and similar Tax (“Transfer Taxes”) under applicable Law of the United States (or any political subdivision thereof) and Liens. The Conversion Shares and the Warrant Shares will be, as of the Closing, duly reserved for issuance and, when issued upon conversion or exercise in accordance with the terms of the Note and the Warrant, respectively, will be duly authorized by all necessary corporate action on the part of the Company, validly issued, fully paid, nonassessable and free and clear of all Liens and, assuming the accuracy of each of the representations and warranties of the Purchaser set forth in Section 2.2, issued in compliance with all applicable securities Laws in all material respects and will not be subject to preemptive rights or Liens suffered any restrictions on transfer under applicable Law or permitted by any contract to which the Company is a party, other than those under applicable securities Laws, and will be free and clear of all Transfer Taxes under applicable Law of the United States (or any Subsidiary political subdivision thereof) and Liens. (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder); (iiiii) except Except as disclosed in Schedule 3(r)(ii)the SEC Reports, there are no outstanding subscriptions, options, warrants, scripcalls, convertible securities or other contracts (or any rights, preemptive rights or rights of first offer) relating to subscribe to, calls the issuance or commitments repurchase of any character whatsoever relating tocapital stock, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock other equity interests of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by to which the Company or any of its Subsidiaries is a party, or may become bound by which it is bound, obligating the Company or any of its Subsidiaries to issue additional (A) issue, transfer or sell, or cause to be issued, transferred or sold, any shares of capital stock or other equity interests of the Company or any of its Subsidiaries or optionssecurities, warrantsbonds, scripdebentures, rights to subscribe tonotes or other obligations convertible into or exchangeable for such shares of capital stock or other equity interests, calls (B) grant, extend or commitments of enter into any character whatsoever relating tosuch subscription, or option, warrant, call, convertible securities or rights convertible intoother contract (or any such right, preemptive right or exercisable right of first offer) or exchangeable for, (C) redeem or otherwise acquire any number of such shares of capital stock or other equity interests. Except as disclosed in the SEC Reports, neither the Company nor any of its Subsidiaries have outstanding any bonds, debentures, notes or other obligations, the holders of which have the right to vote (or convert into or exercise for securities having the right to vote) with the stockholders of the Company on any matter. (iv) Section 2.1(k)(iv) of the Company Disclosure Letter sets forth, as of the execution of this Agreement, the name and jurisdiction of organization of each Subsidiary of the Company or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(iii), there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (iv) except as set forth in the SEC Documents, there are no agreements or arrangements under joint venture to which the Company or any of its Subsidiaries is obligated to register party, the sale holders of any each equity interest therein, the number and percentage (on a voting and economic basis) of their securities under equity interests owned by such holders. Except as otherwise provided in Section 2.1(k)(iv) of the 1933 Act; (v) except as disclosed in Schedule 3(r)(iv)Company Disclosure Letter, there the outstanding shares of capital stock of, or other equity or voting interests in, each such Subsidiary and joint venture that are no owned by the Company or its Subsidiaries are owned free and clear of all Liens. Each outstanding securities share of capital stock of each Subsidiary or instruments joint venture of the Company or any its Subsidiaries, which is held, directly or indirectly, by the Company, is duly authorized, validly issued, fully paid, nonassessable and free of its Subsidiaries which contain any redemption or similar provisionspreemptive rights, and there are no contractsoutstanding subscriptions, commitmentsoptions, understandings warrants, calls, convertible securities or arrangements by which other contracts (or any rights, preemptive rights or rights of first offer) relating to the issuance, acquisition, redemption, repurchase or sale of any shares of capital stock or other equity or voting interests of any Subsidiary of the Company. (v) Except as otherwise provided in Section 2.1(k)(v) of the Company or Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to any voting trust or may become bound other agreement with respect to redeem a security voting or registration of capital stock or other equity interests of the Company or any of its Subsidiaries; (vi) except as disclosed in Schedule 3(r)(v) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (vii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viii) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the 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 (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 Convertible Securities and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. As of the date hereofNovember 9, 2016, the authorized capital stock of the Company consists of (i) 1,500,000,000 shares of 750,000,000 Common StockShares, of which,1,499,000,0000 which, 6,942,429 are issued and outstanding and 0 no shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Note and the Warranta convertible note dated June 17, 2016 issued to Kyros Investments Ltd.), (ii) 120,000,000 shares of Series A convertible preferred stock5,000,000 Class B common shares, of which 44,570,101 shares none are issued and outstanding, and (iii) 1,000,000 25,000,000 shares of Series B convertible preferred stock, of which no shares which, none are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 shares of No Common Stock 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 fully paid and nonassessablenon-assessable. 100,000 shares of To the Company’s issued and outstanding Series A convertible preferred stock and 395,801 knowledge, approximately 738,134 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Shares on the date hereof are as of the date hereof owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only executive officers, directors and holders of at least 10% of the Company’s issued and outstanding securities Common Shares are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, except for entities affiliated with the officers and directors of the Company or as disclosed in the Public Reports, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock Shares (calculated based on the assumption that all Convertible Securities (as defined below)Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder shareholder for purposes of federal securities laws). (i) Except as disclosed in Schedule 3(r)(i)SEC Reports, none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in Schedule 3(r)(ii)the SEC Reports, 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 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 or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(iii)the SEC Reports, 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 the SEC Reports, there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth disclosed in the SEC DocumentsReports, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act; (vvi) except as disclosed in Schedule 3(r)(iv)the SEC Reports, there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vi) except as disclosed in Schedule 3(r)(vvii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents Public Filings which are not so disclosed in the SEC DocumentsPublic Filings, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished (or made available through the SEC’s E▇▇▇▇ system) to the Buyer Investor true, correct and complete copies of the Company’s Amended and Restated Certificate articles of Incorporationincorporation, as amended and as in effect on the date hereof (the “Certificate of IncorporationCharter”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities and the material rights of the holders thereof in respect thereto. “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 StockShares) or any of its Subsidiaries.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 1,500,000,000 an unlimited number of shares of Common Stock, of which,1,499,000,0000 which 92,549,666 are issued and outstanding and 0 5,912,417 shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Note Common Shares and the Warrant)Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 120,000,000 shares an unlimited number of Series A convertible preferred stockshares, none of which 44,570,101 shares are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 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 nonassessable. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 15,772,974 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof 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 securities Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of United States federal securities laws) of the Company or any of its Subsidiaries. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, no Person (other than GM) owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below)Equivalents, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder shareholder for purposes of federal securities laws). (i) Except as disclosed in Schedule 3(r)(i)Other than under the GM Agreement, none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed pursuant to the Company’s stock option plan (which is fully and accurately described in Schedule 3(r)(iithe SEC-CSA 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 Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional 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 or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(iii)the SEC-CSA 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) there are no financing statements securing obligations in any amounts in excess of $400,000 in the aggregate, filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth in the 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 their securities under the 1933 ActAct (except pursuant to this Agreement); (vvi) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vi) except as disclosed in Schedule 3(r)(vvii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiviii) except for the Company’s restricted share unit plan and deferred share unit plan (each of which are fully and accurately described in the SEC-CSA Documents), neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC SEC-CSA Documents which are not so disclosed in the SEC SEC-CSA Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyer SEC-CSA Documents contain 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 (the “Certificate Articles of Incorporation”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the SEC-CSA Documents accurately describe the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 1,500,000,000 12,562,710 shares of Common Stock, of which,1,499,000,0000 which 11,394,853 are issued and outstanding and 0 1,167,857 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Note Notes and the Warrant), Warrants) and (ii) 120,000,000 147,500 shares of Series A convertible AA preferred stock, of which 44,570,101 shares 52,784 are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 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. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 3,287,031 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof 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 securities 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. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, except as disclosed in the SEC Documents, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below)Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) . Except as disclosed in Schedule 3(r)(i3(r), (i) none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in Schedule 3(r)(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 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 or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(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 amounts filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth in the SEC Documentspursuant to this Agreement, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act; (vvi) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vi) except as disclosed in Schedule 3(r)(vvii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyer Buyers true, correct and complete copies of the Company’s Amended and Restated Certificate Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate of IncorporationCharter”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities and the material rights of the holders thereof in respect thereto. “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 Subsidiariesthereof.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 1,500,000,000 300,000,000 shares of Common Stock, of which,1,499,000,0000 which, 24,812,517 are issued and outstanding and 0 5,875,938 shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Note Exchanged Notes) exercisable or exchangeable for, or convertible into, shares of Common Stock and the Warrant), (ii) 120,000,000 5,000,000 shares of Series A convertible preferred stock, of which 44,570,101 shares 926,942 are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 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 nonassessable. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 783,381 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Securities Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding securities 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. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, as of the date hereof, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined belowin the Exchanged Note), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) . Except as disclosed in Schedule 3(r)(i), 3.9: (i) none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in Schedule 3(r)(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 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 or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(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 amounts filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth in the 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 their securities under the 1933 ActSecurities Act (except pursuant to the Registration Rights Agreement); (vvi) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vi) except as disclosed in Schedule 3(r)(vvii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyer Holders 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 (the “Certificate of Incorporation”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. “Convertible Securities” means any capital stock or other security of thereto that have not been disclosed in 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 SubsidiariesSEC Documents.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 1,500,000,000 74,000,000 shares of Common Stock, of which,1,499,000,0000 which 12,609,280 are issued and outstanding and 0 2,218,021 shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Note Common Shares and the Warrant)Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 120,000,000 1,000,000 shares of Series A convertible preferred stock, none of which 44,570,101 shares are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 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. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 6,513,000 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof 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 securities 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. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below)Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) . Except as disclosed in Schedule 3(r)(i), 3(r): (i) none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in Schedule 3(r)(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 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 or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(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 amounts filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth in the 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 their securities under the 1933 ActAct (except pursuant to the Registration Rights Agreement); (vvi) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vi) except as disclosed in Schedule 3(r)(vvii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyer Buyers 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 (the “Certificate Articles of Incorporation”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 1,500,000,000 100,000,000 shares of Common Stock, of which,1,499,000,0000 which 47,230,349 shares are issued and outstanding and 0 42,000 shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Note Notes and the Warrant)Warrants) exercisable or exchangeable for, (ii) 120,000,000 shares of Series A or convertible preferred stockinto, of which 44,570,101 shares are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstandingCommon Stock. 1,000,000 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. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 37,760,000 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof 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 securities 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 the Subsidiaries. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, as of the date hereof no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below)Equivalents, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) . Except as disclosed in Schedule 3(r)(i), 3(r): (i) none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in Schedule 3(r)(ii)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 Company or any of its the Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its the Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its the 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 or any of its the Subsidiaries; (iii) except there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as disclosed defined in Schedule 3(r)(iiiSection 3(s), ) of the Company or any of the Subsidiaries or by which the Company or any of the Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its the Subsidiaries; (ivv) except as set forth in the SEC Documents, there are no agreements or arrangements under which the Company or any of its the Subsidiaries is obligated to register the sale of any of their securities under the 1933 ActAct (except pursuant to Section 4(n) hereof); (vvi) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its the 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 the Subsidiaries is or may become bound to redeem a security of the Company or any of its the Subsidiaries; (vi) except as disclosed in Schedule 3(r)(vvii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiix) neither the Company nor any of its the Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its the Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyer Buyers true, correct and complete copies of the Company’s Amended and Restated Certificate Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate Articles of Incorporation”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. “Convertible Securities” means any capital stock or other security of thereto that have not been disclosed in 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 SubsidiariesSEC Documents.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (i) 1,500,000,000 75,000,000 shares of Common Stock, of which,1,499,000,0000 which, 69,983,542 are issued and outstanding and 0 28,587,548 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Note Notes and the WarrantWarrants), (ii) 120,000,000 . The 28,587,548 shares of Series A convertible preferred stock, Common Stock reserved for issuance pursuant to Convertible Securities are subject to shareholder approval of which 44,570,101 shares are issued and outstanding, (iii) 1,000,000 an increase in the total authorized number of shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstandingCommon Stock. 1,000,000 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. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 3,342,203 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof 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 securities 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. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below)Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) Except as disclosed in Schedule 3(r)(i), none None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in Schedule 3(r)(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 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 or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(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 amounts filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth in the 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 their securities under the 1933 ActAct (except pursuant to the Registration Rights Agreement); (vvi) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vi) except as disclosed in Schedule 3(r)(vvii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyer Buyers 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 (the “Certificate Articles of Incorporation”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 1,500,000,000 175,000,000 shares of Common Stock, of which,1,499,000,0000 which, subject to Schedule 3(r), 63,030,805 are issued and outstanding and 0 7,623,500 shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Note Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and the Warrant), (ii) 120,000,000 15,000,000 shares of Series A convertible preferred stockPreferred Stock, $0.01 par value, of which 44,570,101 shares are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares none are outstanding. 1,000,000 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 nonassessable. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 28,378,506 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof 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 securities 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. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, as of the date hereof, except as set forth in the SEC Documents, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below)Equivalents, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) . Except as disclosed in Schedule 3(r)(i), 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 Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in Schedule 3(r)(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 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 or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(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 amounts filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth in the 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 their securities under the 1933 ActAct (except pursuant to the Registration Rights Agreement); (vvi) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vi) except as disclosed in Schedule 3(r)(vvii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished made available to the Buyer Buyers 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 (the “Certificate of Incorporation”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. “Convertible Securities” means any capital stock or other security of thereto that have not been disclosed in 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 SubsidiariesSEC Documents.

Equity Capitalization. As of the date hereofFebruary 25, 2016, the authorized capital stock of the Company consists of (i) 1,500,000,000 750,000,000 shares of Common Stock, of which,1,499,000,0000 which, 35,804,808 are issued and outstanding and 0 249,567,531 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Note Note) and the Warrant), (ii) 120,000,000 5,000,000 shares of Series A convertible preferred stock, of which 44,570,101 shares which, 8,160 are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 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. 100,000 shares of To the Company’s issued and outstanding Series A convertible preferred stock and 395,801 knowledge, 48,900 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only executive officers, directors and holders of at least 10% of the Company’s issued and outstanding securities 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. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, except as disclosed in the Public Reports, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below)Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) Except as disclosed in Schedule 3(r)(i), none None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in Schedule 3(r)(ii)the SEC Reports, 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 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 or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(iii)the SEC Reports, 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 the SEC Reports, there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth disclosed in the SEC DocumentsReports, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 ActAct (except pursuant to the Registration Rights Agreement); (vvi) except as disclosed in Schedule 3(r)(iv)the SEC Reports, there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vi) except as disclosed in Schedule 3(r)(vvii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents Public Filings which are not so disclosed in the SEC DocumentsPublic Filings, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished (or made available through the SEC’s ▇▇▇▇▇ system) to the Buyer Investor true, correct and complete copies of the Company’s Amended and Restated Certificate articles of Incorporationincorporation, as amended and as in effect on the date hereof (the “Certificate of IncorporationCharter”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 1,500,000,000 250,000,000 shares of Common Stock, of which,1,499,000,0000 which, 100,670,127 are issued and outstanding and 0 115,778,705, shares are reserved for issuance pursuant to Convertible Securities securities (other than the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and shares of Common Stock to be issued to TerraSphere (as defined below) (other than members as disclosed in the Note SEC Documents and the Warrant), (ii) 120,000,000 10,000,000 shares of Series A convertible preferred stock, of which 44,570,101 17,500 shares of 1% Series A Convertible Preferred Stock are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 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. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 7,038,534 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof 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 securities 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. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws)., (i) Except as disclosed in Schedule 3(r)(i), none None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in Schedule 3(r)(ii)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 Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional 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 or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(iii)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) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth disclosed in the SEC DocumentsDocuments and pursuant to the Registration Rights Agreement, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act; (vvi) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vivii) except as disclosed in Schedule 3(r)(v) 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; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyer Buyers 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 (the “Certificate Articles of Incorporation”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 1,500,000,000 14,285,714 shares of Common Stock, of which,1,499,000,0000 which, 1,558,669 are issued and outstanding and 0 12,727,045 shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Note Preferred Shares and the Warrant)Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 120,000,000 5,000,000 shares of Series A convertible preferred stock, none of which 44,570,101 shares are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 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 nonassessable. 100,000 shares of To the Company’s issued and outstanding Series A convertible preferred stock and 395,801 knowledge, 12,119 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only executive officers, directors and holders of at least 10% of the Company’s issued and outstanding securities 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. Except as disclosed on Schedule 3(r)in the SEC Documents, to the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) Except as disclosed in Schedule 3(r)(i), none None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in Schedule 3(r)(ii3(r)(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 capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional 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 or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(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 amounts filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth in the 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 their securities under the 1933 ActAct (except pursuant to the Registration Rights Agreement); (vvi) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vi) except as disclosed in Schedule 3(r)(vvii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyer Buyers 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 (the “Certificate of Incorporation”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. As of the date hereofApril 14, 2015, the authorized capital stock of the Company consists of (i) 1,500,000,000 750,000,000 shares of Common Stock, of which,1,499,000,0000 which, 187,573,146 are issued and outstanding and 0 562,426,854 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Note Note) and the Warrant), (ii) 120,000,000 5,000,000 shares of Series A convertible preferred stock, of which 44,570,101 shares which, 8,160 are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 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. 100,000 shares of To the Company’s issued and outstanding Series A convertible preferred stock and 395,801 knowledge, 12,724,167 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only executive officers, directors and holders of at least 10% of the Company’s issued and outstanding securities 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. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, except as disclosed in the Public Reports, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below)Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) Except as disclosed in Schedule 3(r)(i), none None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed in Schedule 3(r)(ii)the SEC Reports, 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 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 or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(iii)the SEC Reports, 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 the SEC Reports, there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth disclosed in the SEC DocumentsReports, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 ActAct (except pursuant to the Registration Rights Agreement); (vvi) except as disclosed in Schedule 3(r)(iv)the SEC Reports, there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vi) except as disclosed in Schedule 3(r)(vvii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents Public Filings which are not so disclosed in the SEC DocumentsPublic Filings, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished (or made available through the SEC’s E▇▇▇▇ system) to the Buyer Investor true, correct and complete copies of the Company’s Amended and Restated Certificate articles of Incorporationincorporation, as amended and as in effect on the date hereof (the “Certificate of IncorporationCharter”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 1,500,000,000 250,000,000 shares of Common Stock, of which,1,499,000,0000 which 138,343,051 are issued and outstanding and 0 35,440,032 shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Note Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and the Warrant), (ii) 120,000,000 1,000,000 shares of Series A convertible preferred stock, of which 44,570,101 shares none are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 Zero 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. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 71,161,533 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof owned by Persons who are “affiliatesAffiliates” (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 securities Common Stock are “affiliatesAffiliates” without conceding that any such Persons are “affiliatesAffiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, except as set forth in the SEC Documents, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) Except as disclosed in Schedule 3(r)(i), none None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except pursuant to the Stock Incentive Plans of the Company disclosed in the SEC Documents (collectively, the “Company Stock Plans”) or as disclosed in Schedule 3(r)(ii)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 Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional 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 or any of its Subsidiaries, and the participation right held by The Israel Land Development Company – Energy Ltd. has been waived; (iii) except as disclosed in Schedule 3(r)(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 amounts filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth in the 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 their securities under the 1933 ActAct (except pursuant to this Agreement); (vvi) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vivii) except as disclosed in Schedule 3(r)(v) 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; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreementagreement other than pursuant to the Company Stock Plans; and (viiiix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyer SEC Documents contain 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 (the “Certificate Articles of Incorporation”), and the Company’s Amended and Restated Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 1,500,000,000 650,000,000 shares of Common Stock, of which,1,499,000,0000 which, 14,091,405 are issued and outstanding and 0 15,025,499 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Note Notes and the Warrant), Warrants) and (ii) 120,000,000 50,000,000 shares of Series A convertible preferred stock, of which 44,570,101 which, 8,520,550 shares are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 The Company is obligated to issue approximately 1,579,978 shares of Common Stock which have not been issued. There are no shares of Common Stock 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. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 Approximately 5,043,564 shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof 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 securities 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. Except as disclosed on Schedule 3(r), to To the Company’s knowledge, except as disclosed in the SEC Documents, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below)Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (i) Except as disclosed set forth in Schedule 3(r)(i)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 Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (ii) except as disclosed on Schedule 3(r) or in Schedule 3(r)(ii)the SEC Documents, 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 Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional 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 or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(iii)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 the SEC Documents, there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (ivv) except as set forth in the 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 their securities under the 1933 ActAct (except pursuant to the Registration Rights Agreement); (vvi) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vivii) except as disclosed in Schedule 3(r)(v) 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; (viiviii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (viiiix) except as disclosed in Schedule 3(r), neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyer SEC Documents contain 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 (the “Certificate of Incorporation”), Charter and the Company’s Amended Bylaws and Restated Bylaws, as amended and as in effect on disclose the date hereof (the “Bylaws”), and the material terms of all Convertible Securities and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. (i) As of the date hereof, the authorized capital stock of the Company consists of (iA) 1,500,000,000 100,000,000 shares of Common Stock, of which,1,499,000,0000 which, 63,377,270 are issued and outstanding and 0 and, except as disclosed in the SEC Reports, no shares are reserved for issuance pursuant to Convertible Securities (as defined below) securities (other than the Note and the Warrant)Preferred Stock) exercisable or exchangeable for, (ii) 120,000,000 or convertible into, shares of Series A convertible Common Stock and (B) 10,000,000 shares of preferred stock, of which 44,570,101 2,500,000 shares are designated as Series A Convertible Preferred Stock, of which 2,409,555shares are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (iv) 1,000,000 shares of Series C convertible preferred stock of which 455,801 shares are outstanding. 1,000,000 shares of Common Stock are held in treasury. All of such outstanding shares of Company capital stock are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessable. 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 shares non-assessable. (ii) 27,827,197shares of the Company’s issued and outstanding Series C convertible preferred stock Common Stock on the date hereof are as of the date hereof owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Securities Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding securities 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. Except as disclosed on Schedule 3(r)in the SEC Reports, to the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). (iiii) Except as disclosed in Schedule 3(r)(i), the SEC Reports: (A) none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any Liens suffered or permitted by the Company or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder)Subsidiary; (iiB) except as disclosed in Schedule 3(r)(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 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 or any of its Subsidiaries; (iiiC) except as disclosed in Schedule 3(r)(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; (D) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (ivE) except as set forth in the 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 their securities under the 1933 ActSecurities Act (except pursuant to this Agreement); (vF) except as disclosed in Schedule 3(r)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vi) except as disclosed in Schedule 3(r)(vG) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiH) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and . (viiiiv) neither Neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents Reports which are not so disclosed in the SEC DocumentsReports, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. . (v) The Company has furnished to Preferred Stock shall be classified in accordance with GAAP as equity on the Buyer true, correct Company’s balance sheet and complete copies for purposes of the Company’s Amended and Restated Certificate of Incorporation, as amended and as in effect on compliance with the date hereof (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 Convertible Securities and the material rights shareholders equity continuing listing requirement of the holders thereof in respect thereto. “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 SubsidiariesTrading Market.