The authorized capital stock of the Company consists of the following: # 59,779,750 shares of Class A common stock, par value $0.01 per share, of which 3,663,843 are issued and outstanding, # 220,250 shares of Class B common stock, par value $0.01 per share, of which 220,250 are issued and outstanding, # 20,000,000 shares of preferred stock, par value $0.01 per share, of which 2,799,848 of the Company’s Series C Non Convertible Preferred Stock are issued and outstanding. The Company shall reserve for issuance and as of the Closing will have sufficient authorized Class A Shares and Series C Shares to issue the Exchange Shares.

The authorized capital stock of the Company consists of 20,000,000 shares of Common Stock, $.001 par value, of which 18,838,884 shares are designated as Class A Common Stock and 1,161,116 shares are designated as Class B Common Stock, and 1,000,000 shares of preferred stock, par value $0.001 per share (“Company Preferred Stock”). At the close of business on February 21, 2018 (the “Capitalization Date”), # 13,307,157 shares of Class A Common Stock were issued and outstanding, # 1,055,560 shares of Class B Common Stock were issued and outstanding, # 105,556 shares of Class B Common Stock were reserved and available for issuance pursuant to outstanding warrants, # 1,161,116 shares of Class A Common Stock were reserved for issuance upon the conversion of any shares of Class B Common Stock to Class A Common Stock, and # no shares of Company Preferred Stock were issued or outstanding.

As of the date hereof, the authorized capital stock of the Company consists of 1,992,986,033 shares of capital stock, consisting of three classes as follows: # 1,590,000,000 shares of Class A Common Stock; # 200,000,000 shares of Class B common stock, par value $0.0001 per share; and # 202,986,033 shares of preferred stock, par value $0.0001 per share, of which # 1,600,000 are designated as “Series A Founder Preferred Stock”, and # 1,386,033 are designated as “Series B Founder Preferred Stock”. All issued and outstanding shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable under applicable laws and were not issued in violation of any preemptive rights.

The authorized capital stock of the Company consists of 63,500,000 shares of Company Common Stock and 34,256,283 shares of Company Preferred Stock, of which # 1,115,790 shares of Series A Preferred Stock are authorized, # 13,524,095 shares of Series B Preferred Stock are authorized, # 8,553,382 shares of Series C Preferred Stock are authorized, # 3,000,000 shares of Series D Preferred Stock are authorized, # 1,763,016 shares of Series E Preferred Stock are authorized, and # 6,300,000 shares of Series F Preferred Stock are authorized. At the date hereof, there are # 8,049,517 shares of Company Common Stock issued and outstanding, # 1,115,790 shares of Series A Preferred Stock issued and outstanding, # 13,512,428 shares of Series B Preferred Stock issued and outstanding, # 8,239,716 shares of Series C Preferred Stock issued and outstanding, # 2,666,667 shares of Series D Preferred Stock issued and outstanding, # 1,763,016 shares of Series E Preferred Stock issued and outstanding, and # 4,459,362 shares of Series F Preferred Stock issued and outstanding. All of the issued and outstanding shares of Company Capital Stock have been, and all of the shares of Company Capital Stock which may be issued upon exercise of conversion of Company Warrants on or prior to the Closing Date will be, duly authorized and validly issued and are or, if not yet issued, will be fully paid, nonassessable and free of any preemptive rights. The Company does not, directly or indirectly, own any equity securities or other ownership interests in any Person, other than the Subsidiaries. Section 4.2(a) of the Company Disclosure Letter sets forth a true and correct list of each holder of Company Capital Stock and indicates the number and class or series of shares owned by each such Person.

as of the Effective Date prior to giving effect to the Issuance, the authorized capital stock of the Company shall consist of # 750,000,000 shares of Common Stock, par value of $0.001 per share, of which 1,545,806 shares are issued and outstanding, # 400,000 shares of 7.00% Series A Cumulative Convertible Preferred Stock, par value of $0.001 per share, of which 144,500 shares are issued and outstanding, and # 2,050,000 shares of Preferred Stock, par value of $0.001 per share, of which 1,280,000 shares shall be issued and outstanding. All such issued and outstanding shares have been duly authorized and validly issued and have been offered, issued, sold, and (assuming the truth and accuracy of the representations and warranties of Investor herein) delivered by the Company in compliance with applicable federal and state securities laws. Other than the Organic Documents, the Company is not party to, or otherwise bound by, any agreement affecting the voting of any of its capital stock;

Capitalization. The authorized capital stock of the Company consists of 35,000,000 shares, of which # 25,000,000 shares are designated as Common Shares, of which 4,753,883 shares were issued and outstanding as of the date hereof (the “Capitalization Date”), and # 10,000,00 shares are designated as preferred shares, $0.01 par value, of which 1,280,283 are designated Series B Preferred Shares and 1,155,283 are issued and outstanding as of the Capitalization Date (prior to giving effect to the Articles Supplementary Amendment and the Exchange). The outstanding shares of capital stock of the Company have been duly authorized and are validly issued and outstanding, fully paid and non-assessable, and subject to no preemptive rights (and were not issued in violation of any preemptive rights), and have been issued in compliance with applicable securities laws. As of the date hereof, the Company does not have outstanding any securities or other obligations providing the holder the right to acquire Common Shares or Series B Preferred Shares that is not reserved for issuance, and the Company has not made any other commitment to authorize, issue or sell any Common Shares or Series B Preferred Shares except pursuant to this Agreement or the Purchase Agreement.

The authorized capital stock of the Company consists solely of # 200,000,000 shares of Common Stock, par value $0.01 per share, of which, as of the date of this Agreement, 94,477,102 shares are issued and outstanding and zero shares are held in treasury and # 10,000,000 shares of preferred stock, par value $0.01 per share, none of which, as of the date of this Agreement, are issued and outstanding. All of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable, and none of them has been issued in violation of preemptive or similar rights. As of the date of this Agreement, except for the obligations under this Agreement and for outstanding awards with respect to 6,030,862.316 Shares pursuant to the [[Organization B:Organization]] 2019 Amended and Restated Equity Incentive Plan (the “Plan”), there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other agreements or rights to purchase or otherwise acquire shares of capital stock of the Company.

Authorized and Outstanding Capital Stock. As of the date hereof, the authorized capital stock of the Company consists of # 100,000,000 shares of Common Stock, of which, 21,608,144 are issued and outstanding and 4,373,898 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Common Shares) exercisable or exchangeable for, or convertible into, shares of Common Stock and # 10,000,000 shares of Preferred Stock, none of which are issued and outstanding. No shares of Common Stock are held in the treasury of the Company.

Valid Issuance of Capital Stock. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”). As of the date hereof, the Company has issued and outstanding 4,535,000 shares of Class B common stock, par value $0.0001 per share (of which up to 573,750 shares are subject to forfeiture) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

As of the date hereof, the authorized common stock of the Company consists of 1,000,000,000 authorized shares of common stock (the “Common Stock”), $0.0001 par value per share, of which 8,431,482 shares are issued and outstanding and 50,000,000 shares of preferred stock, $0.0001 par value per, of which 21,267 shares of Series A Preferred Stock are issued and outstanding.