Common use of Capitalization; Voting Rights Clause in Contracts

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to the Closing, consists of (i) 100,000,000 shares of Common Stock, par value $0.001 per share, ________________ shares of which are issued and outstanding as of January 10, 2002, and (ii)10,000,000 shares of Preferred Stock, none of which are issued and outstanding as of January 10, 2002.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to the Closing, consists of (ia) 100,000,000 148,500,000 shares of voting Common Stock, par value $0.001 per share, ________________ 35,872,557 shares of which are issued and outstanding as of January 10outstanding, 2002, and (ii)10,000,000 6,623,109 shares of Preferred Stock, none of which are issued currently reserved for issuance pursuant to outstanding option agreements, and outstanding as 10,241,901 shares of January 10, 2002.which are currently reserved for

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to the Closing, consists of (i) 100,000,000 50,000,000 shares of Common Stock, par value $0.001 per share, ________________ 14,659,148 shares of which are issued and outstanding as of January 10, 2002outstanding, and (ii)10,000,000 ii) 10,000,000 shares of Preferred Stock, par value $0.001 per share, none of which are issued and outstanding as of January 10, 2002outstanding.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to as of the Closing, date hereof consists of (i) 100,000,000 205,000,000 shares, of which 200,000 are shares of Common Stock, 13,326,810 shares of which are issued and outstanding, and 5,000,000 are shares of preferred stock, par value $0.001 per share, ________________ 2,466,971 of which shares of which preferred stock are issued and outstanding as outstanding. The authorized capital stock of January 10, 2002, and (ii)10,000,000 shares each Subsidiary of Preferred Stock, none of which are issued and outstanding as of January 10, 2002the Company is set forth on Schedule 4.3.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to as of the Closing, date hereof consists of (i) 100,000,000 51,000,000 shares, of which 50,000,000 are shares of Common Stock, par value $0.001 .001 per share, ________________ 39,720,189 shares of which are issued and outstanding as of January 10, 2002, and (ii)10,000,000 21,000,000 are shares of Preferred Stockpreferred stock, none par value $.001 per share of which 0 shares of preferred stock are issued and outstanding as outstanding. The authorized capital stock of January 10, 2002each Subsidiary of the Company is set forth on Schedule 4.3.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to as of the Closingdate hereof, consists of (i) 100,000,000 shares of Common Stock, par value $0.001 0.01 per share, ________________ 22,180,270 shares of which are issued and outstanding as of January 10December 31, 2002, and (ii)10,000,000 shares of Preferred Stock, none of which are issued and outstanding as of January 10, 20022003.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to the Closingas of December 27, 2005, consists of (i) 100,000,000 30,000,000 shares of Common Stock, par value $0.001 0.01 per share, ________________ shares of which 18,923,291 are issued and outstanding as of January 10, 2002, and (ii)10,000,000 10,000,000 shares of Preferred Stockpreferred stock, none par value $1.00 per share of which shares 180,000 are issued and outstanding as of January 10, 2002outstanding.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to as of the Closingdate hereof, consists of 38,000,000 shares, of which (i) 100,000,000 30,000,000 are shares of Class A Common Stock, no par value $0.001 per share, ________________ 13,179,620 shares of which are issued and outstanding as of January 10outstanding, 2002, and (ii)10,000,000 ii) 5,000,000 are shares of Preferred Class B Common Stock, no par value per share, none of which are issued and outstanding as outstanding, and (iii) 3,000,000 are shares of January 10preferred stock, 2002no par value per share, none of which are issued and outstanding.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to the Closing, consists of (i) 100,000,000 80,000,000 shares of Common Stock, par value $0.001 per share, ________________ shares of which are issued and outstanding as of January 10, 2002outstanding, and (ii)10,000,000 ii) 10,000,000 shares of Preferred Stock, none par value $0.001 per share, 5,000 shares of which are issued and outstanding as of January 10, 2002outstanding.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to as of the Closing, date hereof consists of (i) 100,000,000 90,000,000 shares, of which 85,000,000 are shares of Common Stock, par value $0.001 0.01 per share, ________________ 44,344,250 shares of which are issued and outstanding as of January 10, 2002outstanding, and (ii)10,000,000 5,000,000 are shares of preferred stock, par value $0.01 per share (the "Preferred Stock, none ") of which 51,182 shares of preferred stock are issued and outstanding as outstanding. The authorized capital stock of January 10, 2002each Subsidiary of the Company is set forth on Schedule 4.3.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to the Closing, consists of (i) 100,000,000 50,000,000 shares of Common Stock, par value $0.001 per share, ________________ 15,057,141 shares of which are issued and outstanding as of January 10, 2002outstanding, and (ii)10,000,000 ii) 10,000,000 shares of Preferred Stock, none par value $0.001 per share, 5,532 shares of which are issued and outstanding as of January 10, 2002outstanding.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to the Closing, consists of (i) 100,000,000 20,000,000 shares of Common Stock, par value $0.001 0.10 per share, ________________ 6,650,156 shares of which are issued and outstanding as of January 10June 30, 20022003, and (ii)10,000,000 ii) 5,000,000 shares of Preferred Stock, none par value $0.10 per share, 250,000 of which are issued and outstanding as of January 10, 2002outstanding.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to the Closingas of November 8, 2002, consists of (i) 100,000,000 150,000,000 shares of Common Stock, par value $0.001 .01 per share, ________________ 17,405,150 shares of which are issued and outstanding as of January 10, 2002, and (ii)10,000,000 ii) 5,000,000 shares of Preferred Stock, par value $.01 per share, none of which are issued and outstanding as outstanding. The Company will at all times have authorized and reserved a sufficient number of January 10, 2002shares of Common Stock to provide for conversion of the Note and exercise of the Warrants.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to as of the Closing, date hereof consists of (i) 100,000,000 55,000,00 shares, of which 50,000,000 are shares of Common Stock, par value $0.001 per share, ________________ shares 23,044,751shares of which are issued and outstanding as of January 10, 2002outstanding, and (ii)10,000,000 5,000,000 are shares of Preferred Stockpreferred stock, none par value $0.001 per share of which 4,092,376 shares of preferred stock are issued and outstanding as outstanding. The authorized capital stock of January 10, 2002each Subsidiary of the Company is set forth on Schedule 4.3.

Capitalization; Voting Rights. (a) 4.3.1 The authorized capital stock of the Company, immediately prior to as of the Closing, date hereof consists of (i) 100,000,000 shares of Common Stock, par value $0.001 .01 per share, ________________ 19,426,210 shares of which are issued and outstanding as of January 10, 2002, and (ii)10,000,000 shares of Preferred Stock, none of which are issued and outstanding as of January 10, 2002outstanding.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to the Closingas of May 1, 2002, consists of (i) 100,000,000 200,000,000 shares of Common Stock, par value $0.001 per share, ________________ 20,581,126 shares of which are issued and outstanding as of January 10, 2002, and (ii)10,000,000 shares of Preferred Stock, none of which are issued and outstanding as of January 10, 2002outstanding.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to the Closing, consists of (i) 100,000,000 49,000,000 shares of Common Stock, par value $0.001 per share, ________________ 30,215,384 shares of which are issued and outstanding as of January 10September 30, 20022001, and (ii)10,000,000 ii) 5,000 shares of Preferred Stock, par value $0.001 per share, none of which are issued and outstanding as of January 10, 2002outstanding.

Capitalization; Voting Rights. (a) 4.3.1 The authorized capital stock of the Company, immediately prior to as of the Closing, date hereof consists of (i) 100,000,000 shares of Common Stock, par value $0.001 .01 per share, ________________ 17,426,210 shares of which are issued and outstanding as of January 10, 2002, and (ii)10,000,000 shares of Preferred Stock, none of which are issued and outstanding as of January 10, 2002outstanding.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to the Closing, consists of (i) 100,000,000 20,000,000 shares of Common Stock, par value $0.001 0.10 per share, ________________ 6,216,080 shares of which are issued and outstanding as of January 10August 31, 2002, and (ii)10,000,000 ii) 5,000,000 shares of Preferred Stock, par value $0.10 per share, none of which are issued and outstanding as of January 10, 2002outstanding.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to the Closingas of May 10, 2005, consists of (i) 100,000,000 30,000,000 shares of Common Stock, par value $0.001 0.01 per share, ________________ shares of which 18,777,790 are issued and outstanding as of January 10, 2002, and (ii)10,000,000 10,000,000 shares of Preferred Stockpreferred stock, none par value $1.00 per share of which shares 180,000 are issued and outstanding as of January 10, 2002outstanding.

Capitalization; Voting Rights. (a) The As of February 15, 2002, the authorized capital stock of the Company, immediately prior to the Closing, Company consists of (i) 100,000,000 50,000,000 shares of Common Stock, par value $0.001 per share, ________________ 15,325,755 shares of which are issued and outstanding as of January 10, 2002outstanding, and (ii)10,000,000 ii) 10,000,000 shares of Preferred Stock, none par value $0.001 per share, 3,202.14 shares of which are issued and outstanding as of January 10, 2002outstanding.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to as of the Closing, date hereof consists of (i) 100,000,000 20,000,000 shares, of which 10,000,000 are shares of Common Stock, par value $0.001 per share, ________________ 3,049,000 shares of which are issued and outstanding as of January 10, 2002, and (ii)10,000,000 10,000,000 are shares of Preferred Stockpreferred stock, none par value $0.001 per share of which no shares of preferred stock are issued and outstanding as of January 10, 2002outstanding.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to as of the Closing, date hereof consists of (i) 100,000,000 205,000,000 shares, of which 200,000,000 are shares of Common Stock, 14,361,293 shares of which are issued and outstanding, and 5,000,000 are shares of preferred stock, par value $0.001 per share, ________________ 2,466,971 of which shares of which preferred stock are issued and outstanding as outstanding. The authorized capital stock of January 10, 2002, and (ii)10,000,000 shares each Subsidiary of Preferred Stock, none of which are issued and outstanding as of January 10, 2002the Company is set forth on Schedule 4.3.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to as of the Closingdate hereof, consists of (i) 100,000,000 155,000,000 shares, of which 150,000,000 are shares of Common Stock, par value $0.001 0.01 per share, ________________ 18,917,154 shares of which are issued and outstanding as of January 10, 2002outstanding, and (ii)10,000,000 5,000,000 are shares of Preferred Stockpreferred stock, none par value $0.01 per share, of which no shares of preferred stock are issued and outstanding as of January 10, 2002outstanding.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to as of the Closing, date hereof consists of (i) 100,000,000 shares of Common Stock, common stock par value $0.001 per share0.0001 of which 53,974,532 are issued and outstanding and 5,000,000 shares of preferred stock par value $0.0001, ________________ shares of which 141,000 are designated as Series A Preferred Stock, all of which are issued and outstanding and 2,517,233 shares are designated as of January 10, 2002, and (ii)10,000,000 shares of Series B Preferred Stock, none all of which are issued and outstanding as outstanding. The authorized capital stock of January 10, 2002each Subsidiary of the Company is set forth on Schedule 4.3.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to the Closing, consists of (i) 100,000,000 10,000,000 shares of Common Stock, par value $0.001 .01 per share, ________________ [***] shares of which are issued and outstanding as of January 10, 2002outstanding, and (ii)10,000,000 ii) 5,000,000 shares of Preferred Stock, par value $.01 per share, 1,047,588 shares of which are designated Series A Preferred Stock, none of which are is issued and outstanding as of January 10, 2002outstanding.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to the Initial Closing, consists of (i) 100,000,000 150,000,000 shares of Common Stock, par value $0.001 per share, ________________ 61,163,381 shares of which are issued and outstanding as of January 10, 2002outstanding, and (ii)10,000,000 ii) 10,000,000 shares of Preferred Stock, none par value $0.001 per share, 3,500 of which are designated Series A Preferred Stock, 710 shares of which are issued and outstanding as of January 10, 2002outstanding.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to the Closingas of December 31, consists 2005, consisted of (i) 100,000,000 500,000,000 shares of Common Stockstock, par value $0.001 .001 per share, ________________ of which 34,649,150 shares of which are issued Common Stock and outstanding as of January 10, 2002, and (ii)10,000,000 no shares of Preferred Stock, none of which are Stock were issued and outstanding as outstanding. The Company will at all times have authorized and reserved a sufficient number of January 10, 2002shares of Common Stock to provide for the issuance of Common Stock to be sold to Purchaser hereunder.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to as of the Closing, date hereof consists of (i) 100,000,000 shares of Common Stock, common stock par value $0.001 per share, ________________ shares of 0.01of which 10,060,802 are issued and outstanding as of January 10, 2002, and (ii)10,000,000 1,000,000 shares of Preferred Stockpreferred stock $0.10 par value, none of which none are issued and outstanding as outstanding. The authorized capital stock of January 10, 2002each active Subsidiary of the Company is set forth on Schedule 4.3.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to the Closingas of November 24, 2003, consists of (i) 100,000,000 150,000,000 shares of Common Stock, par value $0.001 .01 per share, ________________ 17,907,154 shares of which are issued and outstanding as of January 10, 2002, and (ii)10,000,000 ii) 5,000,000 shares of Preferred Stock, par value $.01 per share, none of which are issued and outstanding as outstanding. The Company will at all times have authorized and reserved a sufficient number of January 10, 2002shares of Common Stock to provide for conversion of the Note.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to the First Closing, consists of (i) 100,000,000 15,000,000 shares of Common Stock, par value $0.001 per share, ________________ 8,300,000 shares of which are issued and outstanding as of January 10, 2002, and (ii)10,000,000 shares of Preferred Stock, none of which are issued and outstanding as of January 10, 2002outstanding.