“Common Stock” means # the Company’s shares of common stock, $0.001 par value per share, and # any capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.

Equity Capitalization. Except as disclosed in the SEC Documents: # none of [[Organization B:Organization]]’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by [[Organization B:Organization]] or any Subsidiary; # 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, or exercisable or exchangeable for, any capital stock of [[Organization B:Organization]] or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which [[Organization B:Organization]] or any of its Subsidiaries is or may become bound to issue additional capital stock of [[Organization B:Organization]] 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, or exercisable or exchangeable for, any capital stock of [[Organization B:Organization]] or any of its Subsidiaries, other than future potential issuances of additional shares of Common Stock to Sichenzia Ross Ference Kesner LLP for any future financings by [[Organization B:Organization]] at a price per share less than $0.50, and the potential issuance to a certain lead investor in [[Organization B:Organization]]’s prior financings of additional shares of common stock or convertible preferred stock to obtain the consent of the lead investor to future financings below $2.25 per share, with such issuance obligations to cease when the investor no longer owns any Series L Preferred Shares; # there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing indebtedness of [[Organization B:Organization]] or any of its Subsidiaries or by which [[Organization B:Organization]] or any of its Subsidiaries is or may become bound, other than that certain loan and security agreement with Oxford Finance LLC dated January 15, 2016, and equipment leases and equipment financing in the ordinary course of business; # there are no financing statements securing obligations in any amounts filed in connection with [[Organization B:Organization]] or any of its Subsidiaries; # there are no agreements or arrangements under which [[Organization B:Organization]] or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act other than various prior issuances of securities that have not been previously registered; # there are no outstanding securities or instruments of [[Organization B:Organization]] or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which [[Organization B:Organization]] or any of its Subsidiaries is or may become bound to redeem a security of [[Organization B:Organization]] 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; # neither [[Organization B:Organization]] nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and # neither [[Organization B:Organization]] nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of [[Organization B:Organization]]’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. [[Organization B:Organization]] has furnished to [[Organization A:Organization]] true, correct and complete copies of [[Organization B:Organization]]’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and [[Organization B:Organization]]’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto that have not been disclosed in the SEC Documents.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on [Schedule 3.1(g)], which [Schedule 3.1(g)] shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, except as reflected in [Schedule 3.1(g)], and 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 this Agreement. 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. Other than the Stockholder Approval, 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.

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. [Schedule 4.3] sets forth for each Target Entity its jurisdictions of incorporation or formation, the number (or ownership percentage, as applicable) of issued and authorized Equity Securities and the owners of all of such outstanding Equity Securities. No other Person owns or holds the right to acquire any stock, partnership interest, joint venture interest or other equity interest in any Target Entity. Sellers own, directly or indirectly, of record and beneficially, # all of the Equity Securities in each of their respective Subsidiaries (other than Imsamet and Beck Aluminum), # 70% of the Equity Securities of Imsamet and # 49% of the Equity Securities of Beck Aluminum, in each case, free and clear of all Liens (except Permitted Liens) and Liabilities, and all such Equity Securities are validly issued, fully paid and non‑assessable (to the extent such concept is applicable to such Equity Securities). There are no outstanding contractual obligations of Sellers or any Target Entities requiring the purchase, redemption or other acquisition of any equity interest in any Target Entity or requiring Sellers or any Target Entity to provide funds to, make any investment (in the form of a loan, capital contribution or otherwise) in, provide any guarantee with respect to, or assume, endorse or otherwise become responsible for the obligations of any other Target Entity except as set forth in [Schedule 4.3].

Capitalization. On the Effective Date, after giving effect to the Transaction, the authorized capital stock of Borrower consists of # 60,000,000 shares of common stock, par value $0.001 per share (“Borrower Common Stock”), and # 2,000,000 shares of preferred stock, par value $0.01 per share. All outstanding shares of the capital stock of Borrower have been duly and validly issued and are fully paid and non-assessable. Except as disclosed from time to time in Borrower’s filings with the Securities and Exchange Commission or as otherwise disclosed in writing to Lender, there are no outstanding purchase options, warrants, subscription rights, agreements to issue or sell, convertible interests, or phantom rights or share repurchase plans relating to the capital stock of Borrower.

Capitalization. As of the Effective Date, the authorized and issued share capital of [[Organization B:Organization]] is as follows:

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.

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. The authorized equity securities of Seller consist of shares of common stock. All the outstanding shares are owned by PTG. All such issued and outstanding shares of Seller are free and clear of all encumbrances.