Common use of Equity Capitalization Clause in Contracts

Equity Capitalization. Immediately prior to the Closing, the authorized capital stock of the Company consists of (i) 10,000,000 shares of Preferred Stock, $0.001 par value, of which as of that time none are issued and outstanding, and (ii) 100,000,000 shares of Common Stock, $.001 par value, of which as of that time 27,205,261 shares are issued and outstanding. All of the Company’s outstanding shares have been validly issued and are fully paid and nonassessable.

Equity Capitalization. Immediately prior to As of the date hereof and as of the Closing, the authorized capital stock of the Company consists solely of (i) 10,000,000 shares of Preferred Stock, $0.001 par value, of which as of that time none are issued and outstanding, and (ii) 100,000,000 200,000,000 shares of Common Stock, $.001 par valueof which 52,412,695 including 2,500,000 shares held in treasury are issued and 49,912,695 are outstanding and 31,798,349 are reserved for issuance pursuant to securities exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 5,000,000 shares of preferred stock, of which as of that time 27,205,261 shares 26,500 are issued and outstanding. All of the Company’s outstanding shares have been validly issued and are fully paid and nonassessable.

Equity Capitalization. Immediately prior to the Closing, the authorized capital stock As of the Company consists of (i) 10,000,000 date hereof there are 500,000,000 shares of Preferred Stock, $0.001 par valueCommon Stock authorized, of which as of that time none are issued and outstanding, and (ii) 100,000,000 shares of Common Stock, $.001 par value, of which as of that time 27,205,261 shares 81,071,831 are issued and outstanding. All of the Company’s such outstanding shares have been are duly authorized, validly issued and are issued, fully paid and nonassessable.

Equity Capitalization. Immediately prior to As of the Closingdate hereof, the authorized capital stock of the Company consists of (i) 10,000,000 1,500,000,000 shares of Common Stock and 50,000,000 shares of Preferred Stock, $0.001 par value, Stock with [____________] shares of which as Common Stock and 7,000,000 shares of that time none are Series A Preferred Stock issued and outstanding, and (ii) 100,000,000 shares of Common Stock, $.001 par value, of which as of that time 27,205,261 shares are issued and outstanding. All of the Company’s outstanding shares have been validly issued and are fully paid and nonassessable.

Equity Capitalization. Immediately prior to (a) As of the Closingdate hereof, the authorized capital stock of the Company consists of (i) 10,000,000 171,666,666 shares of Preferred Stock, $0.001 par valuecapital stock, of which as of that time none 166,666,666 shares are issued and outstandingdesignated common stock, par value $0.001 per share, and (ii) 100,000,000 5,000,000 shares are undesignated preferred stock. As of the date hereof, the Company had 122,417,839 shares of Common Stock, $.001 par value, common stock outstanding and no shares of which as of that time 27,205,261 shares are issued and preferred stock outstanding. All of the Company’s outstanding shares have been validly issued and are fully paid and nonassessable.

Equity Capitalization. Immediately prior to the Closing, the authorized capital stock As of the Company consists of (i) 10,000,000 date hereof there are 25,000,000 shares of Preferred Stock, $0.001 par valueCommon Stock authorized, of which as of that time none are issued and outstanding, and (ii) 100,000,000 shares of Common Stock, $.001 par value, of which as of that time 27,205,261 shares 5,865,221 are issued and outstanding. All of the Company’s such outstanding shares have been are duly authorized, validly issued and are issued, fully paid and nonassessable.

Equity Capitalization. Immediately prior to As of the Closingdate hereof, the authorized capital stock of the Company consists of (i) 10,000,000 shares of Preferred Stock, $0.001 par value, of which as of that time none are issued and outstanding, and (ii) 100,000,000 250,000,000 shares of Common Stock, $.001 par valueof which, of which as of that time 27,205,261 shares 51,108,261 are issued and outstanding and (ii) 5,000,000 shares of preferred stock, none of which are issued or outstanding. All of the Company’s such outstanding shares are duly authorized and have been been, or upon issuance will be, validly issued and are fully paid and nonassessablenon-assessable.

Equity Capitalization. Immediately prior to As of the Closingdate hereof, the authorized capital stock of the Company consists of (i) 10,000,000 1,000,000,000 shares of Preferred Stock, $0.001 par value, of which as of that time none are issued and outstanding, Common Stock and (ii) 100,000,000 shares of Common Stock, $.001 par valuepreferred stock, of which as of that time 27,205,261 shares which, 500,000 are issued and outstanding. All of the Company’s such outstanding shares are duly authorized and have been been, or upon issuance will be, validly issued and are fully paid and nonassessablenon-assessable. The Common Stock is not an “equity security” (as such term is defined in Rule 13d-1(i) promulgated under the 1934 Act).

Equity Capitalization. Immediately prior to As of the Closingdate hereof, the authorized capital stock of the Company consists of (i) 10,000,000 shares of Preferred Stock, $0.001 par value, of which as of that time none are issued and outstanding, and (ii) 100,000,000 150,000,000 shares of Common Stock, $.001 par valueof which, of which 51,977,943 (as determined as of that time 27,205,261 shares April 2, 2012) are issued and outstanding. All of the Company’s outstanding and 5,649,772 shares have been validly issued and are fully paid and nonassessable.reserved for issuance pursuant to an Approved Stock Plan

Equity Capitalization. Immediately prior to As of the Closingdate hereof, the authorized capital stock of the Company consists of (i) 10,000,000 300,000,000 shares of Preferred Common Stock, $0.001 par value, of which as of that time none the date hereof, 84,733,748 shares are issued issued, 84,661,917 shares are outstanding, and outstanding4,271,234 shares are available for issuance pursuant to the Company’s equity and incentive plans, and (ii) 100,000,000 shares of Common Stock, $.001 par value, of which as of that time 27,205,261 shares are issued and outstanding. All of the Company’s outstanding shares have been validly issued and are fully paid and nonassessable.)

Equity Capitalization. Immediately prior to the Closing, the The authorized capital stock of the Company consists of (i) 10,000,000 shares of Preferred Stock, $0.001 par value, of which as of that time none are issued November 17, 2016 and outstandingexcluding the Securities, and (ii) 100,000,000 400,000,000 shares of Common Stock, $.001 par value, of which as of that time 27,205,261 49,847,167 shares are issued and outstanding. All of the Company’s outstanding shares have been validly issued and are fully paid and nonassessable.,

Equity Capitalization. Immediately prior to As of the Closingdate hereof, the authorized capital stock of the Company consists of (i) 10,000,000 shares of Preferred Stock, $0.001 par value, of which as of that time none are issued and outstanding, and (ii) 100,000,000 150,000,000 shares of Common Stock, $.001 par valueof which, of which as of that time 27,205,261 shares 40,136,027 are issued and outstanding. All of the Company’s outstanding and 16,062,800 shares have been validly issued and are fully paid and nonassessable.reserved for issuance pursuant to securities (other

Equity Capitalization. Immediately prior to As of the Closingdate hereof, the authorized capital stock of the Company consists of (i) 10,000,000 1,010,000,000 shares of Preferred Stock, $0.001 par valuecapital stock, of which as of that time none 1,000,000,000 shares are issued and outstandingdesignated common stock, par value $0.0001 per share, and (ii) 100,000,000 10,000,000 shares are undesignated preferred stock. As of the date hereof, the Company had 163,234,485 shares of Common Stock, $.001 par value, common stock outstanding and no shares of which as of that time 27,205,261 shares are issued and preferred stock outstanding. All of the Company’s outstanding shares have been validly issued and are fully paid and nonassessable.

Equity Capitalization. Immediately prior to As of the Closingdate hereof, the authorized capital stock of the Company consists of (i) 10,000,000 shares of Preferred Stock, $0.001 par value, of which as of that time none are issued and outstanding, and (ii) 100,000,000 750,000,000 shares of Common Stock, $.001 par valueof which 414,388,151 are issued and outstanding and (ii) 1,000,000 shares of preferred stock, of which as of that time 27,205,261 shares which, 3,000 are issued and outstanding. All of the Company’s such outstanding shares are duly authorized and have been been, or upon issuance will be, validly issued and are fully paid and nonassessablenon-assessable.

Equity Capitalization. Immediately prior to As of the Closingdate hereof, the authorized capital stock of the Company consists of (i) 10,000,000 shares of Preferred Stock, $0.001 par value, of which as of that time none are issued and outstanding, and (ii) 100,000,000 300,000,000 shares of Common Stock, $.001 par valueof which 88,323,498 are issued and outstanding and (ii) 1,000,000 shares of preferred stock, of which as of that time 27,205,261 no shares are issued and or outstanding. All 53,864,121 shares of Common Stock are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Company’s outstanding shares have been validly issued Notes and are fully paid and nonassessablethe Other Notes (as defined below)).

Equity Capitalization. Immediately prior to As of the Closingdate hereof, the authorized capital stock of the Company consists of (i) 10,000,000 1,500,000,000 shares of Common Stock with 162,026,045 shares of Common Stock issued and outstanding and 7,000,000 shares of Series A Preferred Stock, $0.001 par value, of which as of that time none are Stock issued and outstanding, and (ii) 100,000,000 shares of Common Stock, $.001 par value, of which as of that time 27,205,261 shares are issued and outstanding. All of the Company’s outstanding shares have been validly issued and are fully paid and nonassessable.

Equity Capitalization. Immediately prior to As of the Closingdate hereof, the authorized capital stock of the Company consists of (i) 10,000,000 shares of Preferred Stock, $0.001 par value, of which as of that time none are issued and outstanding, and (ii) 100,000,000 50,000,000 shares of Common Stock, $.001 par valueof which, of which as of that time 27,205,261 shares 24,024,994 are issued and outstanding. All of the Company’s outstanding shares have been validly issued and are fully paid and nonassessable.issued

Equity Capitalization. Immediately prior to the Closing, the authorized capital stock As of the Company consists of (i) 10,000,000 date hereof there are 900,000,000 shares of Preferred Stock, $0.001 par valueCommon Stock authorized, of which as of that time none are issued and outstanding, and (ii) 100,000,000 shares of Common Stock, $.001 par value, of which as of that time 27,205,261 shares 120,535,672 are issued and outstanding. All of the Company’s such outstanding shares have been are duly authorized, validly issued and are issued, fully paid and nonassessable.

Equity Capitalization. Immediately prior to As of the Closingdate hereof, the authorized capital stock of the Company consists of (i) 10,000,000 shares of Preferred Stock, $0.001 par value, of which as of that time none are issued and outstanding, and (ii) 100,000,000 300,000,000 shares of Common Stock, $.001 par valueof which 88,323,498 are issued and outstanding and (ii) 1,000,000 shares of preferred stock, of which as of that time 27,205,261 no shares are issued and or outstanding. All 53,864,121 shares of Common Stock are reserved for issuance pursuant to Convertible Securities (as defined below) (including the Company’s outstanding shares have been validly issued Notes and are fully paid and nonassessablethe Other Notes (as defined below)).

Equity Capitalization. Immediately prior to As of the Closingdate hereof, the authorized capital stock of the Company consists of (i) 200,000,000 shares of Class A Common Stock, of which, 8,884,415 are issued and outstanding, (ii) 10,000,000 shares of Preferred Class B Common Stock, $0.001 par valueof which, of which as of that time none 600,000 are issued and outstanding, and (ii) 100,000,000 10,000,000 shares of Common Stock, $.001 par valuepreferred stock, of which 5,790 shares have been designated as of that time 27,205,261 shares Preferred Shares and 1,150 Preferred Shares are issued and outstanding. All of the Company’s outstanding shares have been validly issued and are fully paid and nonassessable.

Equity Capitalization. Immediately prior to the Closing, the The authorized capital stock of the Company consists of (i) 10,000,000 shares of Preferred Stock, $0.001 par value, of which as of that time none are issued November 13, 2015 and outstandingexcluding the Securities, and (ii) 100,000,000 300,000,000 shares of Common Stock, $.001 par value, of which as of that time 27,205,261 28,976,540 shares are issued and outstanding. All of the Company’s outstanding shares have been validly issued and are fully paid and nonassessable.,

Equity Capitalization. Immediately prior As of the date hereof (and without giving effect to the Closingissuance of the Purchased Shares), the authorized capital stock of the Company consists of (i) 10,000,000 5,200,000 shares of Preferred Common Stock, par value $0.001 par value.01 per share, of which as of that time none the date hereof, 2,915,895 are issued and outstandingoutstanding and 1,118,497 shares are reserved for issuance pursuant to securities exercisable or exchangeable for, and (ii) 100,000,000 or convertible into, shares of Common Stock, $.001 par value, of which as of that time 27,205,261 shares are issued and outstanding. All of the Company’s outstanding shares have been validly issued and are fully paid and nonassessable.Stock and

Equity Capitalization. Immediately prior to As of the Closingdate hereof, the authorized capital stock of the Company consists of (i) 10,000,000 40,000,000 shares of Preferred Common Stock, $0.001 par value, of which as of that time none the date hereof (i) 27,189,077 shares of Common Stock are issued and outstanding, and (ii) 100,000,000 4,689,9000 shares of Common Stock, $.001 par value, of which as of that time 27,205,261 shares are issued and outstanding. All of the Company’s outstanding shares have been validly issued and are fully paid and nonassessable.of

Equity Capitalization. Immediately prior to As of the Closingdate hereof, the authorized capital stock of the Company consists of (i) 200,000,000 shares of Class A Common Stock, of which, 8,314,115 are issued and outstanding, (ii) 10,000,000 shares of Preferred Class B Common Stock, $0.001 par valueof which, of which as of that time none 600,000 are issued and outstanding, and (ii) 100,000,000 10,000,000 shares of Common Stock, $.001 par valuepreferred stock, of which 5,790 shares have been designated as of that time 27,205,261 shares Preferred Shares and 4,180.3 Preferred Shares are issued and outstanding. All of the Company’s outstanding shares have been validly issued and are fully paid and nonassessable.

Equity Capitalization. Immediately prior to (i) As of the Closingdate hereof, the authorized capital stock of the Company consists of (i) 10,000,000 shares of Preferred Stock, $0.001 par value, of which as of that time none are issued and outstanding, and (ii) 100,000,000 750,000,000 shares of Common Stock, $.001 par valueof which 414,388,151 are issued and outstanding and (ii) 1,000,000 shares of preferred stock, of which as of that time 27,205,261 shares which, 3,000 are issued and outstanding. All of the Company’s such outstanding shares are duly authorized and have been been, or upon issuance will be, validly issued and are fully paid and nonassessablenon-assessable.

Equity Capitalization. Immediately prior to As of the Closingdate hereof, the authorized capital stock of the Company consists of (i) 10,000,000 shares of Preferred Stock, $0.001 par value, of which as of that time none are issued and outstanding, and (ii) 100,000,000 90,000000 shares of Common Stock, $.001 par valueof which, of which as of that time 27,205,261 shares 23,592,755 are issued and outstanding. All outstanding and 6,894,540 shares are reserved for issuance pursuant to securities (other than the Subscription Units) exercisable or exchangeable for, or convertible into, shares of the Company’s outstanding shares have been validly issued and are fully paid and nonassessable.Common

Equity Capitalization. Immediately prior to As of the Closingdate hereof, the authorized capital stock of the Company consists of (i) 10,000,000 shares of Preferred Stock, $0.001 par value, of which as of that time none are issued and outstanding, and (ii) 100,000,000 2,750,000,000 shares of Common Stock, $.001 par valueof which, of which as of that time 27,205,261 shares 2,034,232,918 are issued and outstandingoutstanding and (ii) 50,000,000 shares of preferred stock. All of the Company’s such outstanding shares are duly authorized and have been been, or upon issuance will be, validly issued and are fully paid and nonassessablenon-assessable.

Equity Capitalization. Immediately prior to As of the Closingdate hereof, the authorized capital stock of the Company consists of (i) 10,000,000 1,500,000,000 shares of Common Stock and 50,000,000 shares of Preferred Stock, $0.001 par value, Stock with 450,189,563 shares of which as Common Stock and 7,000,000 shares of that time none are Series A Preferred Stock issued and outstanding, and (ii) 100,000,000 shares of Common Stock, $.001 par value, of which as of that time 27,205,261 shares are issued and outstanding. All of the Company’s outstanding shares have been validly issued and are fully paid and nonassessable.