Capitalization. The capitalization of the Company is as set forth on [Schedule 3.1(g)]. Except as set forth in such schedule, 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 awards under the Company’s equity incentive 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 set forth on [Schedule 3.1(g)] and [Schedule 3.1(r)], as a result of the purchase and sale of the Shares, 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

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. Prior to giving effect to the transactions contemplated by this Agreement, Sellers are the beneficial and record owner of 6,328,948 issued and outstanding common stock of the Company, with each Seller owning the shares of common stock in the Company set forth on [Schedule 3.4]. The Purchased Shares to be delivered by Sellers to Buyer constitute 82% of the issued and outstanding shares of common stock of the Company, as calculated on a fully diluted basis and 90.9% of the issued and outstanding shares as of the date duly and validly issued, # are fully paid and nonassessable (to the extent applicable) and # were not issued in violation of any preemptive rights or rights of first refusal or first offer. Other than the 750,000 restricted stock grants under the Company’s 2016 Omnibus Incentive Stock Program (the “Incentive Program”) set forth on [Schedule 3.4] which will fully vest at the time of Closing, there are no issued or outstanding options, warrants or other rights to subscribe for or purchase any shares of common stock of the Company or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any equity securities of the Company, or preemptive rights or rights of first refusal or first offer with respect to the equity securities of the Company, nor are there any Contracts, commitments, understandings, arrangements or restrictions to which a Seller Party is a party or bound relating to any equity securities of the Company, whether or not outstanding. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Company, nor are there any voting trusts, proxies, shareholder agreements or any other agreements or understandings with respect to the voting of the equity securities of the Company. All of the equity securities of the Company have been granted, offered, sold and issued in material compliance with all applicable foreign, state and federal securities Laws.

Capitalization. As of the date hereof, the authorized common stock of the Company consists of 740,000,000 authorized shares of Common Stock, $0.0001 par value per share, of which 6194921 shares are issued and outstanding. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable.

Capitalization. The outstanding capital stock of the Company is as described in the SEC Reports. The Company has not made any material issuances of capital stock since December 10, 2020, other than pursuant to the purchase of shares under the Company’s employee stock equity plans and the exercise of outstanding warrants or stock options, in each case as disclosed in the SEC Reports, as well as the issuance of restricted shares to certain of its directors as part of its director compensation program and the issuance of restricted shares to certain of the Company’s employees and consultants under the Company’s employee stock equity plans. There are not # any outstanding preemptive rights, or # any rights, warrants or options to acquire, or instruments convertible into or exchangeable for, any unissued shares of capital stock or other equity interest in the Company not disclosed in the SEC Reports, or # any contract, commitment, agreement, understanding or arrangement of any kind to which the Company is a party that would provide for the issuance or sale of any capital stock of the Company, any such convertible or exchangeable securities or any such rights, warrants or options not disclosed in the SEC Reports. There are no shareholders agreements, voting agreements or other similar agreements with respect to the Common Stock to which the Company is a party.

Capitalization. [[Organization B:Organization]] has issued and outstanding fifty thousand shares of common stock. Except as set forth in the preceding sentence, no other class of capital stock or other security of [[Organization B:Organization]] is authorized, issued, reserved for issuance or outstanding. The ​, as of the Closing Date, are the lawful, record and beneficial owners of the number of [[Organization B:Organization]] Shares of Common Stock set forth opposite each Seller’s name on [Annex A] attached hereto. The ​ have, as of the date hereof and as of the Closing Date, valid and marketable title to their respective Shares, free and clear of all Liens (including, without limitation, any claims of spouses under applicable community property laws) and are the lawful, record and beneficial owners of all of the Shares. Except as is issued to and held by the ​ or [[Organization B:Organization]], no other class of capital stock or other security of [[Organization B:Organization]], as applicable, is authorized, issued, reserved for issuance or outstanding. At the Closing, Cosmos will be vested with good and marketable title to the Shares, free and clear of all Liens (including, without limitation, any claims of spouses under applicable community property laws). No legend or other reference to any purported Lien appears upon any certificate representing the Shares. Each of the Shares has been duly authorized and validly issued and is fully paid and nonassessable. None of the outstanding capital or other securities of [[Organization B:Organization]] was issued, redeemed or repurchased in violation of the Securities Act of 1933, as amended (the “Securities Act”), or any other securities or “blue sky” laws.

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

Capitalization. ​ is authorized to issue # 1,750,000 shares of Common Stock of which, as of the date of this Agreement, 1,242,760 shares were issued and outstanding and 42,500 shares are reserved for issuance pursuant to securities exercisable or exchangeable for, or convertible into, shares of Common Stock, and # 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, par value $0.0001 per share (“Series B Preferred Stock”) were issued and outstanding. All outstanding shares of Common Stock have been duly authorized and validly issued, and are fully paid, nonassessable, and free of any preemptive rights.

Capitalization. As of the date hereof, the authorized capital stock of ​ is set forth on [Schedule 4(c)]. Except as disclosed in [Schedule 4(c)] or otherwise disclosed in filings made by ​ with the SEC, # no shares of ​'s capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by ​, # there are no outstanding debt securities, # 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 ​ or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which ​ or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of ​ 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 ​ or any of its Subsidiaries, # there are no agreements or arrangements under which ​ or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act, # there are no outstanding securities or instruments of ​ or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which ​ or any of its Subsidiaries is or may become bound to redeem a security of ​ or any of its Subsidiaries, # there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchase Shares as described in this Agreement and # ​ does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. ​ has furnished to ​ true and correct copies of ​'s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and ​'s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and summaries of the terms of all securities convertible into or exercisable for Common Stock, if any, and copies of any documents containing the material rights of the holders thereof in respect thereto.

Effect of Certain Changes in Capitalization. In the event of any recapitalization, stock split, reverse stock split, dividend, reorganization, merger, consolidation, spin-off, combination, repurchase or share exchange, or other similar corporate transaction or event affecting the Common Stock, the maximum number of shares available under the Plan, the number or class of shares of Common Stock to be delivered hereunder shall be adjusted by the Committee to reflect any such change in the number or class of issued shares of Common Stock or securities into which the Common Stock is convertible or exchangeable.