$68,500.00 Uses in Capitalization Clause

Capitalization from Securities Purchase Agreement

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of December 3, 2014, by and between COATES INTERNATIONAL, LTD., a Delaware corporation, with headquarters located at 2100 Highway 34, Wall Township, NJ 07719 (the "Company"), and KBM WORLDWIDE, INC., a New York corporation, with its address at 80 Cuttermill Road, Suite 410, Great Neck, NY 11021 (the "Buyer").

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of: (i) 1,000,000,000 authorized shares of Common Stock, $0.0001 par value per share, of which 421,979,829 shares are issued and outstanding; and (ii) 100,000,000 shares of Preferred Stock, $0.001 par value per share, of which 50,000 shares of Series A Preferred Stock are issued and outstanding and 512,380 shares of Series B Preferred Stock are issued and outstanding; no shares are reserved for issuance pursuant to the Company's stock option plans, no shares are reserved for issuance pursuant to securities (other than the Note and four (4) prior convertible promissory note(s) in favor of the Buyer: (a)Prior convertible promissory note in favor of the Buyer dated June 10, 2014 in the amount of $68,500.00 for which 19,000,000 shares of Common Stock are presently reserved and (b)Prior convertible promissory note in favor of the Buyer dated July 2, 2014 in the amount of $83,500.00 for which 25,000,000 shares of Common Stock are presently reserved and (c)Prior convertible promissory note in favor of the Buyer dated August 28, 2014 in the amount of $52,500.00 for which 13,000,000 shares of Common Stock are presently reserved and

Capitalization from Securities Purchase Agreement

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of July 7, 2014, by and between COATES INTERNATIONAL, LTD., a Delaware corporation, with headquarters located at 2100 Highway 34, Wall Township, NJ 07719 (the "Company"), and KBM WORLDWIDE, INC., a New York corporation, with its address at 80 Cuttermill Road, Suite 410, Great Neck, NY 11021 (the "Buyer").

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of: (i) 1,000,000,000 authorized shares of Common Stock, $0.0001 par value per share, of which 405,986,430shares are issued and outstanding; and (ii) Preferred Stock, $0.001 par value per share, 100,000,000 authorized, consisting of 1,000,000 shares of Series A Preferred Stock, none of which are issued and outstanding, 1,000,000 shares of Series B Preferred Stock, 256,664 of which are outstanding and 98,000,000 of which are undesignated; no shares are reserved for issuance pursuant to the Company's stock option plans, no shares are reserved for issuance pursuant to securities (other than the Note and a prior convertible promissory note in favor of the Buyer dated June 10, 2014 in the amount of $68,500.00 for which 19,000,000 shares of Common Stock are presently reserved) exercisable for, or convertible into or exchangeable for shares of Common Stock and 25,000,000 shares are reserved for issuance upon conversion of the Note. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, 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, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has furnished to the Buyer true and correct copies of the Company's Certificate of Incorporation as in effect on the date hereof ("Certificate of Incorporation"), the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by the Company's Chief Executive on behalf of the Company as of the Closing Date.

Capitalization from Securities Purchase Agreement

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of September 29, 2014, by and between COATES INTERNATIONAL, LTD., a Delaware corporation, with headquarters located at 2100 Highway 34, Wall Township, NJ 07719 (the "Company"), and KBM WORLDWIDE, INC., a New York corporation, with its address at 80 Cuttermill Road, Suite 410, Great Neck, NY 11021 (the "Buyer").

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of: (i) 1,000,000,000 authorized shares of Common Stock, $0.0001 par value per share, of which 403,484,081 shares are issued and outstanding; and (ii) 100,000,000 shares of Preferred Stock, $0.001 par value per share, of which 50,000 shares of Series A Preferred Stock are issued and outstanding and 423,399 shares of Series B Preferred Stock are issued and outstanding; no shares are reserved for issuance pursuant to the Company's stock option plans, no shares are reserved for issuance pursuant to securities (other than the Note and three (3) prior convertible promissory note(s) in favor of the Buyer: (a)Prior convertible promissory note in favor of the Buyer dated June 10, 2014 in the amount of $68,500.00 for which 19,000,000 shares of Common Stock are presently reserved and (b)Prior convertible promissory note in favor of the Buyer dated July 2, 2014 in the amount of $83,500.00 for which 25,000,000 shares of Common Stock are presently reserved and (c)Prior convertible promissory note in favor of the Buyer dated August 28, 2014 in the amount of $52,500.00 for which 13,000,000 shares of Common Stock are presently reserved and exercisable for, or convertible into or exchangeable for shares of Common Stock and 20,500,000 shares are reserved for issuance upon conversion of the Note. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, 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, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has furnished to the Buyer true and correct copies of the Company's Certificate of Incorporation as in effect on the date hereof ("Certificate of Incorporation"), the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by the Company's Chief Executive on behalf of the Company as of the Closing Date.

Capitalization from Securities Purchase Agreement

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of November 9, 2012, by and between CLEAN WIND ENERGY TOWER, INC., a Nevada corporation, with headquarters located at 1997 Annapolis Exchange Parkway, Annapolis, MD 21401 (the "Company"), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Suite 207, Great Neck, NY 11021 (the "Buyer").

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of: (i) 500,000,000 shares of Common Stock, $0.0001 par value per share, of which 266,513,251 shares are issued and outstanding; and (ii) 10,000,000 shares of Preferred Stock, $0.0001 par value per share, of which no shares are issued and outstanding; no shares are reserved for issuance pursuant to the Company's stock option plans, no shares are reserved for issuance pursuant to securities (other than the Note and four (4) prior convertible promissory notes in favor of the Buyer: (a) prior convertible promissory note in favor of the Buyer dated April 10, 2012 in the amount of $68,500.00 (which principal has since been reduced to $25,000.00) for which 16,223,001 shares of Common Stock are presently reserved; (b) prior convertible promissory note in favor of the Buyer dated May 3, 2012 in the amount of $42,500.00 for which 9,770,115 shares of Common Stock are presently reserved; (c) prior convertible promissory note in favor of the Buyer dated June 19, 2012 in the amount of $32,500.00 for which 18,000,000 shares of Common Stock are presently reserved; and (d) prior convertible promissory note in favor of the Buyer dated August 3, 2012 in the amount of $32,500.00 for which 9,400,000 shares of Common Stock are presently reserved and shares reserved pursuant to the Original Issue Discount Secured Convertible Promissory Note issued to Hanover Holdings I, LLC) exercisable for, or convertible into or exchangeable for shares of Common Stock and 20,000,000 shares are reserved for issuance upon conversion of the Note. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, 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, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) except for the Original Issue Discount Secured Convertible Promissory Note issued to Hanover Holdings I, LLC there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has furnished to the Buyer true and correct copies of the Company's Certificate of Incorporation as in effect on the date hereof ("Certificate of Incorporation"), the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by the Company's Chief Executive on behalf of the Company as of the Closing Date.

Capitalization from Securities Purchase Agreement

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of August 3, 2012, by and between CLEAN WIND ENERGY TOWER, INC., a Nevada corporation, with headquarters located at 1997 Annapolis Exchange Parkway, Annapolis, MD 21401(the "Company"), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Suite 207, Great Neck, NY 11021 (the "Buyer").

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of: (i) 500,000,000 shares of Common Stock, $0.0001 par value per share, of which 225,547,250 shares are issued and outstanding; and (ii) 10,000,000 shares of Preferred Stock, $0.0001 par value per share, of which no shares are issued and outstanding; no shares are reserved for issuance pursuant to the Company's stock option plans, no shares are reserved for issuance pursuant to securities (other than the Note and three (3) prior convertible promissory notes in favor of the Buyer: (a) prior convertible promissory note in favor of the Buyer dated April 10, 2012 in the amount of $68,500.00 for which 16,223,001 shares of Common Stock are presently reserved; (b) prior convertible promissory note in favor of the Buyer dated May 3, 2012 in the amount of $42,500.00 for which 9,770,115 shares of Common Stock are presently reserved and (c) prior convertible promissory note in favor of the Buyer dated June 19, 2012 in the amount of $32,500.00 for which 18,000,000 shares of Common Stock are presently reserved; and shares reserved pursuant to the Original Issue Discount Secured Convertible Promissory Note issued to Hanover Holdings I, LLC) exercisable for, or convertible into or exchangeable for shares of Common Stock and 9,400,000 shares are reserved for issuance upon conversion of the Note. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, 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, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) except for the Original Issue Discount Secured Convertible Promissory Note issued to Hanover Holdings I, LLC there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has furnished to the Buyer true and correct copies of the Company's Certificate of Incorporation as in effect on the date hereof ("Certificate of Incorporation"), the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by the Company's Chief Executive on behalf of the Company as of the Closing Date.

Capitalization from Securities Purchase Agreement

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of June 19, 2012, by and between CLEAN WIND ENERGY TOWER, INC., a Nevada corporation, with headquarters located at 1997 Annapolis Exchange Parkway, Annapolis, MD 21401 (the "Company"), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Suite 207, Great Neck, NY 11021 (the "Buyer").

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of: (i) 500,000,000 shares of Common Stock, $0.0001 par value per share, of which 225,547,250 shares are issued and outstanding; and (ii) 10,000,000 shares of Preferred Stock, $0.0001 par value per share, of which no shares are issued and outstanding; no shares are reserved for issuance pursuant to the Company's stock option plans, no shares are reserved for issuance pursuant to securities (other than the Note and two (2) prior convertible promissory notes in favor of the Buyer: (a) prior convertible promissory note in favor of the Buyer dated April 10, 2012 in the amount of $68,500.00 for which 16,223,001 shares of Common Stock are presently reserved and (b) prior convertible promissory note in favor of the Buyer dated May 3, 2012 in the amount of $42,500.00 for which 9,770,115 shares of Common Stock are presently reserved and shares reserved pursuant to the Original Issue Discount Secured Convertible Promissory Note issued to Hanover Holdings I, LLC) exercisable for, or convertible into or exchangeable for shares of Common Stock and 18,000,000 shares are reserved for issuance upon conversion of the Note. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, 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, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) except for the Original Issue Discount Secured Convertible Promissory Note issued to Hanover Holdings I, LLC there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has furnished to the Buyer true and correct copies of the Company's Certificate of Incorporation as in effect on the date hereof ("Certificate of Incorporation"), the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by the Company's Chief Executive on behalf of the Company as of the Closing Date.