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 394502990 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. 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 3940306 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. 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. As of the date hereof, the authorized common stock of the Company consists of 999,000,000 authorized shares of Common Stock, $0.00001 par value per share, of which 70 506,085 shares are issued and outstanding; and 18,155,126 shares are reserved for issuance upon conversion of the Note. All such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable.

The authorized shares of capital stock of the Company consist of 100,000,000 shares of common stock, $0.001 per share, of which 58,992,500 shares are issued and outstanding. The Shares constitute 99.2% of the total equity interests of the Company.

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.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of 100,000,000 shares of Common Stock, par value $0.001 per share, of which as of the date hereof, 25,168,339 shares are outstanding and 25,176,364 shares are issued, 8,025 shares are held as treasury shares, 1,151,054 shares are reserved for future issuance pursuant to the Company’s equity incentive plans, of which approximately 596,949 shares remain available for future option grants or stock awards, and 183,333 shares are issuable and reserved for issuance pursuant to securities (other than stock options or equity based awards issued pursuant to the Company’s stock incentive plans) exercisable or exchangeable for, or convertible into, shares of Common Stock. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and non-assessable. Except as disclosed in [Schedule 3(c)], (i) no shares of the Company’s capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company, # there are no outstanding debt securities of the Company or any of its Subsidiaries , # 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 the Company or any of its Subsidiaries, or contracts, commitments, understandings 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 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 the Company or any of its Subsidiaries, # there are no material agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except the Registration Rights Agreement), # there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company 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 Securities as described in this Agreement and # the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. The Company has furnished or made available to the Buyer true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”).

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of 100,000,000 shares of Common Stock, par value $0.001, of which as of the date hereof, 5,628,459 shares are issued and 5,620,434 shares are outstanding, 8,025 shares are held as treasury shares, 96,594 shares are reserved for future issuance pursuant to the Company’s equity incentive plans, of which approximately 44,085 shares remain available for future option grants or stock awards, and 1,228,784 shares are issuable and reserved for issuance pursuant to securities (other than stock options or equity based awards issued pursuant to the Company’s stock incentive plans) exercisable or exchangeable for, or convertible into, shares of Common Stock. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and non-assessable. Except as disclosed in [Schedule 3(c)], (i) no shares of the Company’s capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company, # there are no outstanding debt securities of the Company or any of its Subsidiaries, # 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 the Company or any of its Subsidiaries, or contracts, commitments, understandings 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 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 the Company or any of its Subsidiaries, # there are no material agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except the Registration Rights Agreement), # there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company 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 Securities as described in this Agreement and # the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. The Company has furnished or made available to the Buyer true and correct copies of the Company’s Certificate of Incorporation and Bylaws.

Capitalization. The authorized capital stock of the Company consists of Twenty Thousand (20,000) shares of One Dollar ($1.00) par value common stock. [Schedule 4.1.5] sets forth a true and correct capitalization table for the Company. All of the issued and outstanding capital stock of the Company was duly authorized, validly issued and is fully paid and nonassessable. There are no outstanding or authorized warrants, options, subscriptions, convertible or exchangeable securities or other agreements pursuant to which the Company is or may become obligated to issue or sell any of its capital stock. There are no agreements, voting trusts, proxies, or understandings to which the Company is a party with respect to the voting, or registration under the Securities Act, of any shares of capital stock of the Company. All of the issued and outstanding shares of capital stock of the Company were issued in compliance with applicable federal and state securities Legal Requirements. Except as set forth on [Schedule 4.1.5], there are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Company.

Section # Capitalization. The Company, as of the date of the Closing, will have six hundred million (600,000,000) shares of Common Stock and twenty million (20,000,000) shares of preferred stock, par value $.0001 per share (the “Preferred Stock”) authorized pursuant to its amended and restated certificate of incorporation and 54,284,296 shares of Common Stock and no shares of Preferred Stock issued and outstanding as of the date hereof. All of the issued and outstanding shares of capital stock of the Company have been duly authorized and are validly issued, fully paid and non-assessable.