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The authorized capital stock of the Company as of the date of this Agreement consists of 3,500,000 shares of Common Stock, of which, as of December 15, 2016, 2,484,211 shares were issued and outstanding, 140,000 shares of Series A Preferred Stock, par value $0.01 per share, of which 105,303 shares were issued and outstanding as of September 30, 2016, and 360,000 shares of Series B Preferred Stock, of which 244,263 shares were issued and outstanding as of December 31, 2016 . 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 nonassessable, except as may be provided by Section 630 of the New York Business Corporation Law, and are free from preemptive rights.

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 as of the date of this Agreement consists of 3,500,000 shares of Common Stock, of which, as of December 15, 2016, 2,484,211 shares were issued and outstanding, 140,000 shares of Series A Preferred Stock, par value $0.01 per share, of which 105,303 shares were issued and outstanding as of September 30, 2016, and 360,000 shares of Series B Preferred Stock, of which 244,263 shares were issued and outstanding as of December 31, 2016 . 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 nonassessable, except as may be provided by Section 630 of the New York Business Corporation Law, and are free from preemptive rights.Company.

TheCapitalization; Governing Documents. As of June 17, 2021, the authorized capital stock of the Company as of the date of this Agreement consists of 3,500,of: 10,000,000,000 authorized shares of Common Stock, of which, as of December 15, 2016, 2,484,211which 3,050,598,132 shares were issued and outstanding, 140,and 100,000,000 authorized shares of preferred stock, of which 13,992,340 shares of Series A Preferred Stock, par value $0.01 per share,A, 1,327,640 shares of which 105,303 sharesSeries B, and 1 share of Series AA were issued and outstanding as of September 30, 2016, and 360,000 shares of Series B Preferred Stock, of which 244,263 shares were issued and outstanding as of December 31, 2016 .outstanding. All of the issued andsuch outstanding shares of capital stock of the Company have beenand the Conversion Shares, are, or upon issuance will be, duly andauthorized, validly authorized and issued, are fully paid and nonassessable, except as may be provided by Section 630non-assessable. No shares of capital stock of the New York Business Corporation Law,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, other than as publicly announced prior to such date and reflected in the SEC filings of the Company # there are free from preemptive rights.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, # 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 # 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 any of the Securities. 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.

TheCapitalization; Governing Documents. As of February 8, 2021, the authorized capital stock of the Company as of the date of this Agreement consists of 3,500,of: 10,000,000,000 authorized shares of Common Stock, of which, as of December 15, 2016,which 2,484,211702,426,920 shares were issued and outstanding, 140,and 100,000,000 authorized shares of preferred stock, of which 13,992,340 shares of Series A Preferred Stock, par value $0.01 per share,A, 1,327,640 shares of which 105,303 sharesSeries B, and 1 share of Series AA were issued and outstanding as of September 30, 2016, and 360,000 shares of Series B Preferred Stock, of which 244,263 shares were issued and outstanding as of December 31, 2016 .outstanding. All of the issued andsuch outstanding shares of capital stock of the Company have beenand the Conversion Shares, are, or upon issuance will be, duly andauthorized, validly authorized and issued, are fully paid and nonassessable, except as may be provided by Section 630non-assessable. No shares of capital stock of the New York Business Corporation Law,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, other than as publicly announced prior to such date and reflected in the SEC filings of the Company # there are free from preemptive rights.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, # 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 # 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 any of the Securities. 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.

TheCapitalization. is authorized capital stockto issue # 1,750,000 shares of the CompanyCommon Stock of which, as of the date of this Agreement consists of 3,500,000 shares of Common Stock, of which, as of December 15, 2016, 2,484,211 shares were issued and outstanding, 140,000 shares of Series A Preferred Stock, par value $0.01 per share, of which 105,303Agreement, 1,242,760 shares were issued and outstanding asand 42,500 shares are reserved for issuance pursuant to securities exercisable or exchangeable for, or convertible into, shares of September 30, 2016,Common Stock, and 360,# 100,000,000 shares of preferred stock, par value $0.0001 per share, of which, as of the date of this Agreement, 2,500,000 shares designated as Series B Preferred Stock, of which 244,263 sharespar value $0.0001 per share (“Series B Preferred Stock”) were issued and outstanding as of December 31, 2016 .outstanding. All of the issued and outstanding shares of capital stock of the CompanyCommon Stock have been duly authorized and validly authorizedissued, and issued, are fully paidpaid, nonassessable, and nonassessable, except as may be provided by Section 630free of the New York Business Corporation Law, and are free fromany preemptive rights.

Capitalization. The authorized capital stock of the Company as of the date of this AgreementBuyer consists of 3,500,200,000,000 shares of Common Stock,common stock having a par value of which, as$0.001 and 2,000,000 shares of December 15, 2016, 2,484,211preferred stock having a par value of $0.001. Currently there are 9,801,269 shares wereof common stock issued and outstanding, 140,000outstanding. Currently there are 156,937 shares of Series A Preferred Stock, par value $0.01 per share, of which 105,303 shares wereStock issued and outstanding as of September 30, 2016, and 360,000 shares of Series B Preferred Stock, of which 244,263 shares were issued and outstanding as of December 31, 2016 .outstanding. All of the issued and outstanding shares of capitalcommon stock of the Company have been duly authorized and validly authorized and issued, are fully paid and nonassessable, except as may be provided by Section 630nonassessable. 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 New York Business Corporation Law,capital stock of the Buyer. All dividends and are free from preemptive rights.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.

TheCapitalization. As of the date hereof, the authorized capitalcommon stock of the Company as of the date of this Agreement consists of 3,500,740,000,000 authorized shares of Common Stock, of which, as of December 15, 2016, 2,484,211 shares were issued and outstanding, 140,000 shares of Series A Preferred Stock,$0.0001 par value $0.01 per share, of which 105,3036194921 shares wereare issued and outstanding as of September 30, 2016, and 360,000 shares of Series B Preferred Stock, of which 244,263 shares were issued and outstanding as of December 31, 2016 .outstanding. All of the issued andsuch outstanding shares of capital stock of the Company have beenare, or upon issuance will be, duly andauthorized, validly authorized and issued, are fully paid and nonassessable, except as may be provided by Section 630 of the New York Business Corporation Law, and are free from preemptive rights.non-assessable.

TheCapitalization. As of the date hereof, the authorized capitalcommon stock of the Company as of the date of this Agreement consists of 3,500,740,000,000 authorized shares of Common Stock, of which, as of December 15, 2016, 2,484,211 shares were issued and outstanding, 140,000 shares of Series A Preferred Stock,$0.0001 par value $0.01 per share, of which 105,3033940306 shares wereare issued and outstanding as of September 30, 2016, and 360,000 shares of Series B Preferred Stock, of which 244,263 shares were issued and outstanding as of December 31, 2016 .outstanding. All of the issued andsuch outstanding shares of capital stock of the Company have beenare, or upon issuance will be, duly andauthorized, validly authorized and issued, are fully paid and nonassessable, except as may be provided by Section 630 of the New York Business Corporation Law, and are free from preemptive rights.non-assessable.

TheCapitalization. As of the date hereof, the authorized capitalcommon stock of the Company as of the date of this Agreement consists of 3,500,740,000,000 authorized shares of Common Stock, of which, as of December 15, 2016, 2,484,211 shares were issued and outstanding, 140,000 shares of Series A Preferred Stock,$0.0001 par value $0.01 per share, of which 105,303394502990 shares wereare issued and outstanding as of September 30, 2016, and 360,000 shares of Series B Preferred Stock, of which 244,263 shares were issued and outstanding as of December 31, 2016 .outstanding. All of the issued andsuch outstanding shares of capital stock of the Company have beenare, or upon issuance will be, duly andauthorized, validly authorized and issued, are fully paid and nonassessable, except as may be provided by Section 630 of the New York Business Corporation Law, and are free from preemptive rights.non-assessable.

TheCapitalization. As of the date hereof, the authorized capitalcommon stock of the Company as of the date of this Agreement consists of 3,500,999,000,000 authorized shares of Common Stock, of which, as of December 15, 2016, 2,484,211 shares were issued and outstanding, 140,000 shares of Series A Preferred Stock,$0.00001 par value $0.01 per share, of which 105,30370 506,085 shares wereare issued and outstanding as of September 30, 2016,outstanding; and 360,00018,155,126 shares of Series B Preferred Stock, of which 244,263 shares were issued and outstanding as of December 31, 2016 . Allare reserved for issuance upon conversion of the issued andNote. All such outstanding shares of capital stock of the Company have beenare, or upon issuance will be, duly andauthorized, validly authorized and issued, are fully paid and nonassessable, except as may be provided by Section 630 of the New York Business Corporation Law, and are free from preemptive rights.non-assessable.

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