Common use of Authorization; Capitalization Clause in Contracts

Authorization; Capitalization. The Company represents, warrants and covenants as follows: 2.7.1 The Company has duly reserved, and will keep available for issuance upon exercise of this Warrant, the total number of Warrant Shares deliverable from time to time upon exercise of this Warrant to the extent such number is known or fixed from time to time. In the event that adjustments contained in Section 5 or Section 6 of this Warrant result in any adjustment of the number of Warrant Shares issuable upon the exercise of this Warrant causing the number of Fully-Diluted Shares to exceed the total number of shares of Common Stock then authorized for issuance by the Company, the Company shall promptly take all corporate action necessary to authorize and reserve a sufficient number of shares of Common Stock to cover the exercise of all of this Warrant in full, including, without limitation, obtaining the necessary approvals of the Board of Directors and stockholders of the Company and filing the appropriate amendments to the Company’s certificate of incorporation. 2.7.2 The Company will not take any actions during the term of this Warrant that would result in any adjustment to the Warrant Shares if the Fully-Diluted Shares would exceed the total number of shares of Common Stock then authorized for issuance by the Company. The Company will not, so long as this Warrant has not been fully exercised, change the par value of its Common Stock to an amount equal to or greater than the Exercise Price. 2.7.3 The issuance of the Warrant Shares has been duly and validly authorized and, when issued and sold in accordance with this Warrant, the Warrant Shares will be duly and validly issued, fully paid and non-assessable. As of the Original Issue Date, the Fully-Diluted Shares consist of 59,873,399 shares of Common Stock which number includes any shares of Common Stock being issued on the Original Issue Date. As of the Original Issue Date, the Company has Indefinite Convertible Securities identified as 12% Convertible Notes in the principal amount of $1,273,718. 2.7.4 The authorized capital stock of the Company consists of 1,100,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, $0.0001 par value per share. 2.7.5 Except the Fully-Diluted Shares and the Indefinite Convertible Securities, there are no other shares of capital stock of the Company or any securities, with or without the passage of time or the occurrence of an event exercisable for, convertible into or exchangeable for shares of capital stock of the Company or any rights, options or warrants to purchase any shares of capital stock of the Company or any securities exercisable for, convertible into or exchangeable for shares of capital stock of the Company. 2.7.6 Neither the issuance of this Warrant nor the issuance of the Warrant Shares upon exercise of this Warrant violates or conflicts with or will violate or conflict with the Company’s Certificate of Incorporation or By Laws or any agreement to which the Company is a party or any Federal or State law.

Authorization; Capitalization. The Company represents, warrants and covenants as follows: 2.7.1 The Company has duly reserved, and will keep available for issuance upon exercise of this Warrant, the total number of Warrant Shares deliverable from time to time upon exercise of this Warrant to the extent such number is known or fixed from time to timeWarrant. In the event that adjustments contained in Section 5 or Section 6 of this Warrant result in any adjustment of the number of Warrant Shares shares of Common Stock issuable upon the exercise of this Warrant causing (i) the total number of Fully-Diluted Shares shares of Common Stock issuable after such action upon exercise of this Warrant, plus (ii) all shares of Common Stock issued and outstanding, plus (iii) all shares of Common Stock then issuable (y) upon the exercise of all outstanding options and (z) upon the exercise, conversion or exchange of all other outstanding securities which are exercisable for, convertible into or exchangeable for Common Stock, to exceed the total number of shares of Common Stock then authorized for issuance by the Company, the Company shall promptly take all corporate action necessary to authorize and reserve a sufficient number of shares of Common Stock to cover the exercise of all of this Warrant in full, including, without limitation, obtaining the necessary approvals of the Board of Directors and stockholders of the Company and filing the appropriate amendments to the Company’s certificate of incorporation. 2.7.2 . The Company will not take any actions during the term of this Warrant that would result in any adjustment to the Warrant Shares if the Fully-Diluted Shares would exceed the total number of shares of Common Stock then authorized for issuance by the Company. The Company will not, so long as this Warrant has not been fully exercised, change the par value of its Common Stock to an amount equal to or greater than the Exercise Price. 2.7.3 . The issuance of the Warrant Shares has been duly and validly authorized and, when issued and sold in accordance with this Warrant, the Warrant Shares will be duly and validly issued, fully paid and non-assessable. As of the Original Issue Date, the Fully-Diluted Shares consist of 59,873,399 shares of Common Stock which number includes any shares of Common Stock being issued on the Original Issue Date. As of the Original Issue Date, the Company has Indefinite Convertible Securities identified as 12% Convertible Notes in the principal amount of $1,273,718. 2.7.4 The authorized capital stock of the Company consists of 1,100,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, $0.0001 par value per share. 2.7.5 Except the Fully-Diluted Shares and the Indefinite Convertible Securities, there are no other shares of capital stock of the Company or any securities, with or without the passage of time or the occurrence of an event exercisable for, convertible into or exchangeable for shares of capital stock of the Company or any rights, options or warrants to purchase any shares of capital stock of the Company or any securities exercisable for, convertible into or exchangeable for shares of capital stock of the Company. 2.7.6 Neither the issuance of this Warrant nor the issuance of the Warrant Shares upon exercise of this Warrant violates or conflicts with or will violate or conflict with the Company’s Certificate of Incorporation or By Laws or any agreement to which the Company is a party or any Federal or State law.

Authorization; Capitalization. The Company hereby represents, warrants and/or covenants, as applicable, to and covenants with the Holder as follows: 2.7.1 : The Company has duly reserved, and will keep available for issuance upon exercise of this Warrant, the total number of Warrant Shares deliverable from time to time upon exercise of this Warrant to the extent such number is known or fixed from time to timein its entirety. In the event that adjustments contained in Section 5 or Section 6 of this Warrant result in any adjustment of the number of Warrant Shares issuable upon the exercise of this Warrant causing the number of Fully-Diluted Shares to exceed the total number of shares of Common Stock then authorized for issuance by the Company, the Company shall promptly take all corporate action necessary to authorize and reserve a sufficient number of shares of Common Stock to cover the exercise of all of this Warrant in full, including, without limitation, obtaining the necessary approvals of the Board of Directors and stockholders of the Company and filing the appropriate amendments to the Company’s certificate of incorporation. 2.7.2 The Company will not take any actions during the term of this Warrant that would result in any adjustment to the Warrant Shares or issue any shares of Common Stock or other securities if the Fully-Diluted Shares would exceed the total number of shares of Common Stock then authorized for issuance by the Company. The Company will not, so long as this Warrant has not been fully exercised, change the par value of its Common Stock without the prior written consent of the Holder, not to an amount equal to or greater than the Exercise Price. 2.7.3 be unreasonably withheld. The issuance of the Warrant Shares has been duly and validly authorized and, when issued and sold in accordance with this Warrant, the Warrant Shares will be duly and validly issued, fully paid and non-assessable. As of the Original Issue date of issuance of this Warrant (the “Issuance Date”), the Fully-Diluted Shares consist of 59,873,399 shares of Common Stock which number includes any shares of Common Stock being issued except as set forth on the Original Issue Date. As of the Original Issue DateExhibit A, the Company has Indefinite Convertible Securities identified as 12% Convertible Notes in the principal amount of $1,273,718. 2.7.4 The authorized capital stock of the Company consists of 1,100,000,000 not issued and there are no outstanding (a) shares of Common Stock and 10,000,000 Stock, (b) shares of preferred stock, $0.0001 par value per share. 2.7.5 Except options or warrants to acquire any shares of capital stock of the Fully-Diluted Shares Company, and the Indefinite Convertible Securities, there are (c) no other shares of capital stock of the Company or any securities, with or without the passage of time or the occurrence of an event securities exercisable for, convertible into or exchangeable for shares of capital stock of the Company or any rights, options or warrants to purchase any shares of capital stock of the Company or any securities exercisable for, convertible into or exchangeable for shares of capital stock of the Company. 2.7.6 . Neither the issuance of this Warrant nor the issuance of the Warrant Shares upon exercise of this Warrant violates or conflicts with or will violate or conflict with the Company’s Certificate of Incorporation or By Laws Bylaws or any agreement to which the Company is a party or any Federal or State law.

Authorization; Capitalization. The Company represents, warrants and covenants as follows: 2.7.1 The Company has duly reserved, and will keep available for issuance upon exercise of this Warrant, the total number of Warrant Shares Share deliverable from time to time upon exercise of this Warrant to the extent such number is known or fixed from time to timein its entirety. In the event that adjustments contained in Section 5 or Section 6 (D) of this Warrant result in any adjustment of the number of Warrant Shares shares of Common Stock issuable upon the exercise of this Warrant causing (i) the total number shares of Common Stock issuable after such action upon exercise of this Warrant, plus (ii) all shares of Common Stock issued and outstanding, plus (iii) all shares of Common Stock then issuable (y) upon the exercise of all outstanding options and (z) upon the exercise, conversion or exchange of all other outstanding securities which are exercisable for, convertible into or exchangeable for Common Stock, (the “Fully-Diluted Shares Shares”), to exceed the total number of shares of Common Stock then authorized for issuance by the Company, the Company shall promptly take all corporate action necessary to authorize and reserve a sufficient number of shares of Common Stock to cover the exercise of all of this Warrant in full, including, without limitation, obtaining the necessary approvals of the Board of Directors and and, if required, stockholders of the Company and and, if required, filing the appropriate amendments to the Company’s certificate of incorporation. 2.7.2 The . Other than the actions described in Section (D) and Section 4.2 hereof this Warrant, the Company will not take any actions during the term of this Warrant that would result in any adjustment to of the number of shares of Common Stock issuable upon exercise of this Warrant Shares if the Fully-Diluted Shares would exceed the total number of shares of Common Stock then authorized for issuance by the Company. The Company will not, so long as this Warrant has not been fully exercised, change the par value of its Common Stock to an amount equal to or greater than the Exercise Price. 2.7.3 The issuance of the Warrant Shares has been duly and validly authorized and, when issued and sold in accordance with this Warrant, the Warrant Shares will be duly and validly issued, fully paid and non-assessablenonassessable. As of the Original Issue date of issuance of this Warrant (the “Issuance Date”), the Fully-Diluted Shares consist of 59,873,399 shares of Common Stock which number includes any shares of Common Stock being issued except as set forth on the Original Issue Date. As of the Original Issue DateSchedule 1.4, the Company has Indefinite Convertible Securities identified as 12% Convertible Notes in the principal amount of $1,273,718. 2.7.4 The authorized capital stock of the Company consists of 1,100,000,000 issued and there are outstanding (i) no shares of Common Stock and 10,000,000 Stock, (ii) no shares of preferred stock, $0.0001 par value per share. 2.7.5 Except no options or warrants to acquire any shares of capital stock of the Fully-Diluted Shares Company, and the Indefinite Convertible Securities, there are (iii) no other shares of capital stock of the Company or any securities, with or without the passage of time or the occurrence of an event securities exercisable for, convertible into or exchangeable for shares of capital stock of the Company or any rights, options or warrants to purchase any shares of capital stock of the Company or any securities exercisable for, convertible into or exchangeable for shares of capital stock of the Company. 2.7.6 . Neither the issuance of this Warrant nor the issuance of the Warrant Shares upon exercise of this Warrant violates or conflicts with or will violate or conflict with the Company’s Certificate of Incorporation or By Laws or any agreement to which the Company is a party or any Federal or State law.

Authorization; Capitalization. The Company represents, warrants and covenants as follows: 2.7.1 The Company has duly reserved, and will keep available for issuance upon exercise of this Warrant, the total number of Warrant Shares deliverable from time to time upon exercise of this Warrant in its entirety (assuming that the Obligations will be paid in full on or prior to the extent such number is known or fixed from time to timeMaturity Date). In the event that adjustments contained in Section 5 or Section 6 Recital (D) of this Warrant result in any adjustment of the number of Warrant Shares shares of Common Stock issuable upon the exercise of this Warrant causing (i) the total number of shares of Common Stock issuable after such action upon exercise of this Warrant, plus (ii) all shares of Common Stock issued and outstanding, plus (iii) all shares of Common Stock then issuable (y) upon the exercise of all outstanding options and (z) upon the exercise, conversion or exchange of all other outstanding securities which are exercisable for, convertible into or exchangeable for Common Stock, (the “Fully-Diluted Shares Shares”), to exceed the total number of shares of Common Stock then authorized for issuance by the Company, the Company shall promptly take all corporate action necessary to authorize and reserve a sufficient number of shares of Common Stock to cover the exercise of all of this Warrant in full, including, without limitation, obtaining the necessary approvals of the Board of Directors and stockholders of the Company and filing the appropriate amendments to the Company’s certificate of incorporation. 2.7.2 The Company will not take any actions during the term of this Warrant that would result in any adjustment to the Warrant Shares if the Fully-Diluted Shares would exceed the total number of shares of Common Stock then authorized for issuance by the Company. The Company will not, so long as this Warrant has not been fully exercised, change the par value of its Common Stock without the prior written consent of the Holder, not to an amount equal to or greater than the Exercise Price. 2.7.3 be unreasonably withheld. The issuance of the Warrant Shares has been duly and validly authorized and, when issued and sold in accordance with this Warrant, the Warrant Shares will be duly and validly issued, fully paid and non-assessable. As of the Original Issue date of issuance of this Warrant (the “Issuance Date”), the Fully-Diluted Shares consist Company has issued and outstanding (i) 97,141,358 shares of 59,873,399 Common Stock, and 3,399,948 shares of Common Stock which number includes any shares are reserved for issuance upon exercise of Common Stock being issued on the Original Issue Date. As of the Original Issue Datethis Warrant, the Company has Indefinite Convertible Securities identified as 12% Convertible Notes in the principal amount of $1,273,718. 2.7.4 The authorized capital stock of the Company consists of 1,100,000,000 shares of Common Stock and 10,000,000 shares of preferred stockexcept for this Warrant, $0.0001 par value per share. 2.7.5 Except the Fully-Diluted Shares and the Indefinite Convertible Securities, there are no other shares of capital stock of the Company or any securities, with or without the passage of time or the occurrence of an event exercisable for, convertible into or exchangeable for shares of capital stock of the Company or any rights, options or warrants to purchase acquire any shares of capital stock Common Stock of the Company Company, and (ii) no other Common Stock or any securities exercisable for, convertible into or exchangeable for shares of capital stock of Common Stock or any rights, options or warrants to purchase any Common Stock or any securities exercisable for, convertible into or exchangeable for Common Stock are issued, outstanding authorized or reserved, other than those reserved for the Company. 2.7.6 ’s employee stock option plan. Neither the issuance of this Warrant nor the issuance of the Warrant Shares upon exercise of this Warrant violates or conflicts with or will violate or conflict with the Company’s Certificate of Incorporation or By Laws or any agreement to which the Company is a party or any Federal or State law.