Capitalization and Security Holders. The authorized capitalization of [[Organization A:Organization]] consists of 5,000,000,000 authorized shares of Common Stock of which approximately 895,527,796 shares of Common Stock will be issued and outstanding at the close of this transaction. Each outstanding share of [[Organization A:Organization]] Stock has been duly authorized and validly issued and is fully paid and is non-assessable, and no shares of [[Organization A:Organization]] Stock have been issued in violation of preemptive or similar rights.

Limitations. The Shares issued pursuant to the Plan may be authorized but unissued Shares, or may be issued Shares which have been reacquired by the Company.

FURTHER RESOLVED, that the Company is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up to the available amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Shares pursuant to the Purchase Agreement, the Purchase Shares will be duly authorized, validly issued, fully paid and non-assessable; and

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Placement Shares if, after giving effect to the sale of such Placement Shares, the aggregate number of Placement Shares sold pursuant to this Agreement would exceed the lesser of # together with all sales of Placement Shares under this Agreement, the Maximum Amount, # the amount available for offer and sale under the currently effective Registration Statement and # the amount authorized from time to time to be issued and sold under this Agreement by the Company’s board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Agent in writing. Under no circumstances shall the Company cause or request the offer or sale of any Placement Shares pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Company’s board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Agent in writing.

The stock issuable under the Plan shall be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Corporation on the open market. The number of shares of Common Stock reserved for issuance over the term of the Plan shall be limited to Five Million Three Hundred Fifty Thousand One Hundred Eighty-Seven (5,350, 187) shares. Such share reserve is comprised of # the original Four Million Three Hundred Thousand (4,300,000) shares of Common Stock authorized for issuance under the Plan and # an additional One Million Fifty Thousand One Hundred Eighty-Seven (1,050,187) shares of Common Stock authorized pursuant to Section V.E of Article One as a result of the Special Distribution.

A = the total number of authorized shares of Series A Preferred Stock.

The Company has 500,000,000 authorized shares of capital stock consisting of (A)

Any Shares delivered pursuant to an Award or Stock Unit Account may consist, in whole or in part, of authorized and unissued Shares, of treasury Shares or of both.

Reservation of Shares. The Corporation shall at all times when the Series E Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued capital stock, for the purpose of effecting the conversion of the Series E Preferred Stock, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Series E Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of Series E Preferred Stock, the Corporation shall take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Articles.

Treasury Shares. The number of shares of Common Stock outstanding at any given time does not include shares owned or held by or for the account of the Company, and the disposition of any shares so owned or held will be considered an issue or sale of Common Stock.