Adjustment in Capitalization. In the event of any change in the outstanding shares of Stock that occurs after ratification of the Plan by the stockholders of the Company by reason of a Stock dividend or split, recapitalization, merger, consolidation, combination, exchange of shares or other similar corporate change, the aggregate number of shares of Stock available for issuance under Section 5(a), subject to each outstanding Award and the other terms thereof, and the limitations set forth in Section 5(c), shall be adjusted appropriately by the number of shares, kind of shares or other consideration subject to such Awards as the Committee determines, which determination shall be conclusive; provided, however, that fractional shares shall be rounded to the nearest whole share.

In the event of a Change in Capitalization, the Committee shall conclusively determine the appropriate adjustments, if any, to the maximum number and class of shares of stock with respect to which Options or Awards may be granted under the Plan, the number and class of shares as to which Options or Awards have been granted under the Plan, and the purchase price therefor, if applicable.

The authorized capital stock of the Company consists of eleven million one hundred ninety five thousand two hundred ninety six(11,195,296) shares (the “Authorized Shares”).

Capitalization. [Schedule 3.5] sets forth all of the current holders of Common Stock of the Company, as of the date of this Agreement. All the issued and outstanding Company Common Stock have been duly authorized and validly issued, are fully paid and nonassessable. Except as set forth in [Schedule 3.5], as of the date hereof, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, Company Common Stock or any such options, rights, convertible securities or obligations. Except as set forth in [Schedule 3.5], there are no existing voting trusts or similar agreements to which the Company is a party with respect to the voting of Company Common Stock. Upon completion of the Share Exchange pursuant to Section 1.1 hereof, HoldCo shall be the record and beneficial owner of all of the outstanding capital stock of the Company, and the current holders of Common Stock of the Company will be the record and beneficial owners of all of the outstanding capital stock of HoldCo.

Capitalization. The authorized capital stock of the Buyer consists of 200,000,000 shares of common stock having a par value of $0.001 and 2,000,000 shares of preferred stock having a par value of $0.001. Currently there are 9,801,269 shares of common stock issued outstanding. Currently there are 156,937 shares of Series A Preferred Stock issued and outstanding. All the issued and outstanding shares of common stock have been duly authorized and validly issued, are fully paid and nonassessable. The Buyer does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. There are no existing voting trusts or similar agreements to which the Buyer is a party with respect to the voting of the capital stock of the Buyer. All dividends and distributions of any nature with respect to any capital stock of the Buyer, declared or set aside prior to the Closing, have been paid. The Buyer represents that the Buyer does not have any commitments to issue shares other than those shares of Buyer Common Stock to be issued pursuant to the Merger and pursuant to certain convertible debt notes disclosed in the Financial Statements.

Capitalization. The issued and outstanding shares of capital stock of the Company have been validly issued, are fully paid and non-assessable and, other than as disclosed in the Registration Statement or the Prospectus, are not subject to any preemptive rights, rights of first refusal or similar rights. The Company has an authorized, issued and outstanding capitalization as set forth in the Registration Statement and the Prospectus as of the dates referred to therein (other than # the grant of additional options under the Company’s existing stock option plans, # changes in the number of outstanding Common Stock of the Company due to the issuance of shares upon the exercise or conversion of securities exercisable for, or convertible into, Common Stock outstanding on the date hereof, # as a result of the issuance of Placement Shares, or # any repurchases of capital stock of the Company) and such authorized capital stock conforms to the description thereof set forth in the Registration Statement and the Prospectus. The description of the Common Stock in the Registration Statement and the Prospectus is complete and accurate in all material respects. Except as disclosed in or contemplated by the Registration Statement or the Prospectus, the Company did not have outstanding any options to purchase, or any rights or warrants to subscribe for, or any securities or obligations convertible into, or exchangeable for, or any contracts or commitments to issue or sell, any shares of capital stock or other securities.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on [Schedule 3.1(g)]. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities or as set forth in [Schedule 3.1(g)], there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents or capital stock of any Subsidiary. Except as set forth in [Schedule 3.1(g)], the issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchaser). Except as set forth in [Schedule 3.1(g)], there are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

The authorized capital stock of the Parent consists of 900,000,000 shares of Common stock, and 100,000,000 shares of Preferred Stock. The Company has an unlimited share capital. Upon the entry into the Certificate of Designations, 500,000 units of the Company will be designated as the Series C Preferred Units.

Capitalization. Narrate's authorized membership interests consist solely of 80% ​, 20% ​.

The Company's authorized capital stock consists of 500,000,000 shares of common stock, par value $0.001, of which 21,536,933 shares are issued and outstanding, and 30,000,000 shares of preferred stock, par value $0.001, none of which are issued and outstanding. All shares of Company stock are owned of record and beneficially by the shareholders in the amounts set forth in the Shareholder’s list attached hereto as Exhibit B. There are no outstanding dividends, whether current or accumulated, due or payable on any of the capital stock of the Company.