$0.001 Uses in CAPITALIZATION Clause

CAPITALIZATION from Financing Agreement

This EQUITY FINANCING AGREEMENT (the "Agreement"), dated as of February 14, 2017 (the "Execution Date"), is entered into by and between Appiphany Technologies Holdings Corp., a Nevada corporation with its principal executive office at 10 West Broadway, Suite 700, Salt Lake City, UT 84101 (the "Company"), and GHS Investments LLC, a Nevada limited liability company, with offices at 200 Stonehinge Lane, Suite 3, Carle Place, NY 11514. (the "Investor").

CAPITALIZATION. As of the date hereof, the authorized capital stock of the Company consists of 1,000,000,000 shares of the Common Stock, par value $0.001 per share, of which as of the date of the Company's last SEC filing 51,988,237 shares are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as disclosed in the Company's publicly available filings with the SEC or as otherwise set forth on Schedule 4.3:

Capitalization from Placement Agent Agreement

Capitalization. The Company has an authorized capitalization as set forth in the Prospectus, and all of the issued and outstanding shares of capital stock of the Company have been duly and validly authorized and issued, are fully paid and non-assessable, have been issued in compliance with federal and state securities laws, and conform to the description thereof contained in the General Disclosure Package and the Prospectus. As of June 30, 2016, there were 30,129,019 shares of Common Stock issued and outstanding and no shares of Preferred Stock, par value $0.001 per share, of the Company issued and outstanding, and 6,676,613 shares of Common Stock were issuable upon the exercise of all options, warrants and convertible securities and the vesting of all restricted stock units outstanding as of such date. Except as otherwise set forth in the Prospectus, since such date the Company has not issued any securities other than Common Stock of the Company issued pursuant to the at-the-market offering program the (ATM) under the Sales Agreement, dated August 28, 2015, with Cowen and Company, LLC, the exercise of stock options previously outstanding under the Companys stock option plans or the issuance of Common Stock pursuant to employee stock purchase plans or the vesting of restricted stock units. All of the Companys options, warrants and other rights to purchase or exchange any securities for shares of the Companys capital stock have been duly authorized and validly issued and were issued in compliance with U.S. federal and state securities laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company, except for such rights as may have been fully satisfied or waived. There are no authorized or outstanding shares of capital stock, options, warrants, preemptive rights, rights of first refusal or other rights to purchase (other than the rights to purchase Common Stock pursuant to the ATM and the Strategic Investment Agreement (as defined in Section 5(l) hereof), or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described above or accurately described in the General Disclosure Package. The description of the Companys stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, as described in the General Disclosure Package and the Prospectus, accurately and fairly present the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization from Asset Purchase Agreement

THIS ASSET PURCHASE AGREEMENT (the "APA") is entered into effective as of the date of the last signature, by and between CANNASYS, INC., a Nevada corporation ("Purchaser"), and BETA KILLERS LLC, a Colorado limited liability company ("Seller"). Purchaser and Seller are each hereinafter referred to individually, as a "Party," and collectively, as the "Parties."

Capitalization. The authorized capital stock of Purchaser consists of 5,000,000 shares of preferred stock, par value $0.001 per share, and 75,000,000 shares of common stock, par value $0.001 per share. As of the date of this APA, 1,515,000 shares of Series A Preferred Stock are issued and outstanding and approximately 66,548,517 shares of common stock (or CannaSys Stock) are issued and outstanding. The issued and outstanding shares of preferred stock and common stock are validly issued, fully paid, nonassessable, and subject to no restrictions on transfer other than Securities Act restrictions applicable to restricted securities. There are no treasury shares. Purchaser is in the process of amending its articles of incorporation to recapitalize the company by causing a reverse-split of its current issued and outstanding shares of common stock and to increase its authorized shares of common stock to enable Purchaser to issue and deliver the CannaSys Stock required under the terms of this APA.

Capitalization from Securities Purchase Agreement

THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is made and entered into this 8th day of August, 2016, by and among iBudtender, Inc., a Colorado corporation (hereinafter referred to as the "Company" or the "Seller") and Cannabis Sativa. Inc., a Nevada corporation (hereinafter referred to as "CBDS" or the "Buyer"), as follows:

Capitalization. The Buyer currently has an authorized capitalization of 45,000,000 shares of common stock, $0.001 par value and 5,000,000 shares of preferred stock, par value $0.001 per share. The Buyer currently has 18,217,865 shares of common stock issued and outstanding and 732,018 shares of preferred stock issued and outstanding. The Company's Preferred Stock has no liquidation preference and votes with Common Stock one vote per share.

Capitalization from Agreement and Plan of Merger and Reorganization

Agreement and Plan of Merger and Reorganization (this Agreement), dated as of May 3 2016, by and among Valeritas Holdings, Inc. (formerly Cleaner Yoga Mat, Inc.), a Delaware corporation (the Parent), Valeritas Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent (the Acquisition Subsidiary), and Valeritas, Inc., a Delaware corporation (the Company). The Parent, the Acquisition Subsidiary and the Company are each a Party and referred to collectively herein as the Parties.

Capitalization. As of immediately prior to the Effective Time, but prior to giving effect to the issuance of the Merger Shares or the Share Contribution (as defined below), the authorized capital stock of the Parent will consist of 300,000,000 shares of Parent Common Stock, $0.001 par value per share, of which 40,486,000, shares will be issued and outstanding, and 10,000,000 shares of preferred stock, $0.001 par value per share, of which no shares will be outstanding. The Parent Common Stock is presently eligible for quotation and trading on the OTCQB market of the OTC Markets Group Inc. (OTC Markets) and is not subject to any notice of suspension or delisting. All of the issued and outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of all preemptive rights and have been issued in accordance with applicable laws, including, but not limited to, the Securities Act. Except as expressly contemplated by the Transaction Documentation or as described in Section 3.2 of the Parent Disclosure Schedule, there are no outstanding or authorized options, warrants, rights, agreements or commitments to which the Parent is a party or which are binding upon the Parent providing for the issuance or redemption of any of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Parent. Except as expressly contemplated by the Transaction Documentation, there are no agreements to which the Parent is a party or by which it is bound with respect to the voting (including without limitation voting trusts or proxies), registration under the Securities Act, or sale or transfer (including without limitation agreements relating to pre-emptive rights, rights of first refusal, co-sale rights or drag-along rights) of any securities of the Parent. There are no agreements among other parties, to which the Parent is not a party and by which it is not bound, with respect to the voting (including without limitation voting trusts or proxies) or sale or transfer (including without limitation agreements relating to rights of first refusal, co-sale rights or drag-along rights) of any securities of the Parent. All of the issued and outstanding shares of Parent Common Stock were issued in compliance in all material respects with applicable federal and state securities laws. The Merger Shares to be issued at the Closing pursuant to Section 1.5 hereof, when issued and delivered in accordance with the terms hereof and of the Certificate of Merger, shall be duly and validly issued, fully paid and nonassessable and free of all preemptive rights and will be issued in compliance with applicable federal and state securities laws. At the Effective Time, after giving effect to the surrender by the Split-Off Purchaser of 40,486,000 shares of Parent Common Stock (the Share Contribution) in connection with the Split-Off and the cancellation thereof, but prior to giving effect to the issuance of the Merger Shares, there will be 1,000,000 shares of Parent Common Stock issued and outstanding.

Capitalization from Agreement and Plan of Merger and Reorganization

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this "Agreement"), dated as of June 7, 2016, by and among Miramar Labs, Inc. (formerly KTL Bamboo International Corp.), a Delaware corporation (the "Parent"), Miramar Acquisition Corp., a Delaware corporation (the "Acquisition Subsidiary") and Miramar Technologies, Inc., a Delaware corporation (the "Company")." The Parent, the Acquisition Subsidiary and the Company are each a "Party" and referred to collectively herein as the "Parties."

Capitalization. As of immediately prior to the Effective Time, but prior to giving effect to the issuance of the Merger Shares or the Share Contribution (as defined below), the authorized capital stock of the Parent will consist of 100,000,000 shares of Parent Common Stock, $0.001 par value per share, of which 4,503,602 shares will be issued and outstanding, and 5,000,000 shares of preferred stock, $0.001 par value per share, of which no shares will be outstanding (assuming the effect of the dividend declared on May 24, 2016). The Parent Common Stock is presently eligible for quotation and trading on the OTC Markets Group Inc. ("OTC Markets") and is not subject to any notice of suspension or delisting. All of the issued and outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of all preemptive rights and have been issued in accordance with applicable laws, including, but not limited to, the Securities Act. Except as contemplated by the Transaction Documentation or as described in Section 3.2 of the Parent Disclosure Schedule, there are no outstanding or authorized options, warrants, rights, agreements or commitments to which the Parent is a party or which are binding upon the Parent providing for the issuance or redemption of any of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Parent. Except as contemplated by the Transaction Documentation, there are no agreements to which the Parent is a party or by which it is bound with respect to the voting (including without limitation voting trusts or proxies), registration under the Securities Act, or sale or transfer (including without limitation agreements relating to pre-emptive rights, rights of first refusal, co-sale rights or "drag-along" rights) of any securities of the Parent. There are no agreements among other parties, to which the Parent is not a party and by which it is not bound, with respect to the voting (including without limitation voting trusts or proxies) or sale or transfer (including without limitation agreements relating to rights of first refusal, co-sale rights or "drag-along" rights) of any securities of the Parent. All of the issued and outstanding shares of Parent Common Stock were issued in compliance in all material respects with applicable federal and state securities laws. The Merger Shares to be issued at the Closing pursuant to Section 1.5 hereof, when issued and delivered in accordance with the terms hereof and of the Certificate of Merger, shall be duly and validly issued, fully paid and nonassessable and free of all preemptive rights and will be issued in compliance with applicable federal and state securities laws. At the Effective Time, after giving effect to the surrender by the Split-Off Purchaser of 3,603,602 shares (assuming the effect of the dividend declared on May 24, 2016) of Parent Common Stock (the Share Contribution) in connection with the Split-Off and the cancellation thereof, but prior to giving effect to the issuance of the Merger Shares, there will be 900,000 shares of Parent Common Stock issued and outstanding.

Capitalization from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER, dated as of June 2, 2016 (this Agreement), is entered into by and among RPH Parent LLC, a Delaware limited liability company (RPH), SPH Parent LLC, a Delaware limited liability company (SPH), CRJ Parent LLC, a Delaware limited liability company (CRJ) (each of RPH, SPH and CRJ, a Parent and collectively, Parent), RJS Merger Sub Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (Merger Sub), and Talen Energy Corporation, a Delaware corporation (the Company). Defined terms used herein have the meanings set forth in Section 8.13.

Capitalization. (a) The authorized capital stock of the Company consists of 1,000,000,000 shares of Company Common Stock and 100,000,000 shares of preferred stock, par value $0.001 per share (Company Preferred Stock). At the close of business on June 2, 2016 (the Measurement Date), (i) 128,526,720 shares of Company Common Stock were issued and outstanding, (ii) no shares of Company Common Stock were held by the Company in its treasury, (iii) (A) 929,610 Options, with a weighted average exercise price of $19.00 per share, were outstanding under the Company Stock Plan, (B) 1,949,967 RSUs were outstanding under the Company Stock Plan, and (C) 901,435 Performance Units were outstanding under the Company Stock Plan (assuming achievement of applicable performance goals at target), (iv) 98,621.03 Director Stock Units were outstanding under the Directors Deferred Compensation Plan and (v) no shares of Company Preferred Stock were issued or outstanding. Except as set forth above, at the close of business on the Measurement Date, there are no shares of capital stock, or other equity or voting securities or equity or voting interests of the Company issued or outstanding. Except as set forth above, at the close of business on the Measurement Date, there is no Contingent Company Equity. From the Measurement Date to the date of this Agreement, there have been no issuances by the Company of any shares of capital stock, or other equity or voting securities or equity or voting interests, or any Contingent Company Equity, other than the issuance of Company Common Stock upon the exercise, vesting or settlement of any Options, RSUs, Performance Units or Director Stock Units (collectively, the Company Equity Awards) outstanding as of the Measurement Date and in accordance with the terms thereof as of such date, and from the Measurement Date to the date of this Agreement, the Company has not granted, entered into an agreement to grant, or otherwise committed to grant any Company Equity Awards or other equity or equity-based awards that may be settled in Company Common Stock. All outstanding shares of Company Common Stock, and all shares of Company Common Stock reserved for issuance as set forth above, have been or will be when issued in accordance with the terms of the applicable plan, duly authorized and validly issued and are or will be fully paid, nonassessable and free of preemptive rights. No Subsidiary of the Company owns any shares of capital stock of the Company. (b) There are no bonds, debentures, notes or other indebtedness or other securities or obligations of the Company or its Subsidiaries having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) on any matters on which holders of Company Common Stock may vote (Voting Company Debt). Other than any such agreement with or for the benefit of Parent or its Affiliates, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or registration of any capital stock or other equity securities or equity interests of the Company. (c) Except as set forth above, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company, or other equity or voting securities or equity or voting interests of the Company, or Contingent Company Equity. (d) All Company Equity Awards are evidenced by written award agreements, in each case substantially in the forms that have been made available to Parent, except to the extent that such agreements differ from such forms with respect to the number of Company Equity Awards or shares of Company Common Stock covered thereby, the exercise price (if applicable), vesting schedule and expiration date applicable thereto. Each Company Equity Award was granted in accordance with the terms of the Company Stock Plan. (e) Section 3.2(e) of the Company Disclosure Schedule sets forth a correct and complete list of each Subsidiary of the Company as of the date of this Agreement, indicating its jurisdiction of incorporation or formation, and the direct owner of the outstanding shares of capital stock or other equity or voting securities or equity or voting interests of such Subsidiary. All outstanding shares of capital stock or other equity or voting securities or equity or voting interests of each Subsidiary of the Company are owned directly or indirectly by the Company, free and clear of all Liens, other than Liens securing the Credit Facilities and the Secured Trading Facility and transfer restrictions of general applicability arising under the Securities Act and other applicable securities Laws. At the close of business on the date hereof, there is no Contingent Subsidiary Equity. All outstanding shares of capital stock of or other equity or voting securities or equity or voting interests in each

Capitalization from Warrant Issuance Agreement

THIS WARRANT PURCHASE AGREEMENT (this "Agreement") dated as of April 29, 2016 ("Effective Date") by and between Helpful Alliance Company with principal address as 700 West Hillsboro Blvd, Suite 1-100, Deerfield Beach, Florida 33441, a Florida corporation (the "Company"), and Zimas LLC, a Florida limited liability company with principal address at 18911 Collins Avenue, Suite #2701, Sunny Isles Beach, Florida 33160 ("Investor").

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of 10,000,000 shares of preferred stock, par value $0.001 per share (the "Preferred Stock"); 200,000,000 shares of common stock, par value $0.001 per share (the "Common Stock"); and 40,000,000 shares of Series-X Common stock, par value of $0.001 (the "Series-X Common Stock"), the total of 250,000,000 shares. As of the Effective Date of this Agreement, there is 2,100,000 shares of Common Stock and 8,206,000 shares of convertible Series-X Common Stock presently issued and outstanding. As of the date hereof, the Company has reserved the aggregate of 12,513,250 shares of Common stock, including of 2,875,000 shares of Common Stock reserved for satisfaction of outstanding for convertible notes payable and 8,206,250 shares of Common stock reserved for satisfaction of conversion of shares of Series-X Common stock presently issued and outstanding, and 1,432,000 shares of Series-X Common Stock reserved for future issuance in satisfaction of options and warrants presently issued and outstanding.

Capitalization from Committed Equity Facility Agreement

This Committed Equity Facility Agreement (the "Agreement") is dated as of May 31, 2015 and effective as of December 24, 2015 (the "Effective Date"), by and between TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands (the "Investor") and ARTEC GLOBAL MEDIA, INC., a corporation incorporated under the laws of the State of Nevada (the "Company").

Capitalization. The authorized capital stock of the Company consists of seven hundred sixty million (760,000,000) shares, of which seven hundred fifty million (750,000,000) shares are designated as Common Stock, and ten million (10,000,000) shares are designated as preferred stock, par value $0.001 ("Preferred Stock"). The Company has 10,255,626 shares of Common Stock issued and outstanding as of September 10, 2015 and no shares of Preferred Stock issued and outstanding as of the Effective Date. All of such outstanding shares have been validly issued and are fully paid and nonassessable. The Common Stock is currently quoted by the OTC Markets on the Pink Sheets under the trading symbol "ACTL." Except as set forth in Schedule 4.4 attached hereto, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as set forth in Schedule 4.4 attached hereto, as of the date hereof: (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries, or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries; (ii) there are no outstanding debt securities; (iii) there are no outstanding registration statements; (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to this Agreement); and (v)there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished or made available to the Investor true and correct copies of the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of May 14, 2016, among Anacor Pharmaceuticals, Inc., a Delaware corporation (the "Company"), Pfizer Inc., a Delaware corporation ("Parent"), and Quattro Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub").

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 Shares and 10,000,000 shares of preferred stock, par value $0.001 per share ("Preferred Shares"). As of May 10, 2016, there were outstanding 45,378,156 Shares, no Preferred Shares, Company Options to purchase an aggregate of 4,131,609 Shares, Company Restricted Stock Units (excluding performance-based Company Restricted Stock Units ("Company PSUs")) underlying an aggregate of 396,784 Shares and Company PSUs underlying an aggregate of 100,880 Shares (assuming performance goals are satisfied at the target level) or an aggregate of 100,880 Shares (assuming performance goals are satisfied at the maximum level). All outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable and not subject to any preemptive rights. (b) As of the date of this Agreement, there are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Shares may vote, other than (i) the Company's 2.00% Convertible Senior Notes due 2021 (the "2021 Convertible Notes") issued pursuant to the Indenture, dated as of October 16, 2014 (the "2021 Convertible Notes Indenture "), by and between the Company and Wells Fargo Bank, National Association, as trustee, and (ii) the Company's 2.00% Convertible Senior Notes due 2023 (the " 2023 Convertible Notes", and together with the 2021 Convertible Notes, the "Convertible Notes") issued pursuant to the Indenture, dated as of April 6, 2016 (the "2023 Convertible Notes Indenture", and together with the 2021 Convertible Notes Indentures, the "Indentures" and each of them, an "Indenture"), by and between the Company and Wells Fargo Bank, National Association, as trustee. From and after the date of the 2021 Convertible Notes Indenture through the date hereof, no event or circumstance has occurred that has resulted in an adjustment (other than an adjustment as a result of this Agreement or the transactions contemplated hereby) to the Conversion Rate (as defined in the 2021 Convertible Notes Indenture as in effect on the date hereof) from 32.2061 shares of Common Stock Rate (as defined in the 2021 Convertible Notes Indenture as in effect on the date hereof) per $1,000 principal amount of 2021 Convertible Notes. From and after the date of the 2023 Convertible Notes Indenture through the date hereof, no event or circumstance has occurred that has resulted in an adjustment (other than an adjustment as a result of this Agreement or the transactions contemplated hereby) to the Conversion Rate (as defined in the 2023 Convertible Notes Indenture as in effect on the date hereof) from 14.1201 shares of Common Stock Rate (as defined in the 2023 Convertible Notes Indenture as in effect on the date hereof) per $ 1,000 principal amount of 2023 Convertible Notes. From and after the date of entry into the Capped Call Transactions through the date hereof, no event or circumstance has occurred that has resulted in an adjustment to the terms of the Capped Call Transactions (other than as a result of this Agreement or the transactions contemplated hereby).