Common use of Capitalization and Additional Issuances Clause in Contracts

Capitalization and Additional Issuances. Promptly following the date hereof, the Company will inform each Purchaser of (i) the amount of shares of authorized shares of Common Stock and shares of preferred stock of the Company and (ii) the amount of shares of the Common Stock issued and outstanding and shares of the Common Stock which may be issued hereafter in respect of stock options, warrants, convertible securities preferred stock or other Company Securities (as defined below) issued or outstanding, as of the date of such notification. All of the outstanding shares of the Common Stock are, and the Common Stock to be issued pursuant to the Note and Warrant will be, duly authorized and validly issued, fully paid and non-assessable and are not (and will not be) subject to preemptive or similar rights affecting the Common Stock. As of the date hereof, except as described on Schedule 3(c) hereto, there are no (i) contracts to which the Company is a party obligating the Company to accelerate the vesting of any company equity award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events), (ii) outstanding securities of the Company convertible into or exchangeable for shares of the Common Stock or other Securities, (iii) outstanding options, warrants or other agreements or commitments to acquire from the Company, or obligations of the Company to issue, shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock of) the Company, or (iv) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of the Company, in each case that have been issued by the Company (the items in clauses (i), (ii) (iii) and (iv), together with the capital stock of the Company, being referred to collectively as “Company Securities”). There are no outstanding contracts requiring the Company to repurchase, redeem or otherwise acquire any Company Securities and the Company is not a party to any voting agreement with respect to any Company Securities;

Capitalization and Additional Issuances. Promptly following The authorized capital stock of the Company consists of 4,000,000,000 shares of common stock, $.001 par value and 400,000,000 shares of Preferred Stock. As of the date hereof, the Company will inform each Purchaser of (i) the amount of hereof 72,288,667 shares of authorized shares of Common Stock the Company’s common stock and no shares of preferred stock are issued and outstanding. Except as set forth in this paragraph, no shares of capital stock or other voting securities of the Company and (ii) the amount of shares of the Common Stock issued and outstanding and shares of the Common Stock which may be issued hereafter in respect of stock optionsare issued, warrants, convertible securities preferred stock or other Company Securities (as defined below) issued reserved for issuance or outstanding, as of the date of such notification. All of the outstanding shares of the Common Stock capital stock of the Company are, and the Common Stock to all such shares that may be issued pursuant prior to the Note and Warrant date hereof will bebe when issued, duly authorized and authorized, validly issued, fully paid and non-assessable nonassessable and are not (and will not be) subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar rights affecting right under any provision of Nevada law, the Common Stock. As of Company Charter, the date hereof, except as described on Schedule 3(c) hereto, there are no (i) contracts Company Bylaws or any Contract to which the Company is a party obligating the Company to accelerate the vesting of or otherwise bound. There are not any company equity award as a result of the transactions contemplated by this Agreement (whether alone bonds, debentures, notes or upon the occurrence of any additional or subsequent events), (ii) outstanding securities other indebtedness of the Company having the right to vote (or convertible into into, or exchangeable for shares for, securities having the right to vote) on any matters on which holders of the Common Stock or other SecuritiesCompany’s common stock may vote (“Voting Company Debt”). As of the date of this Agreement, (iii) outstanding there are not any options, warrants warrants, rights, convertible or other agreements exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or commitments undertakings of any kind to acquire from which the Company, Company is a party or obligations of by which it is bound (a) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of (or securities other equity interests in, or any security convertible into or exercisable for or exchangeable for shares of capital stock of) the Company, or (iv) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, into any shares of capital stock of the Companyor other equity interest in, in each case that have been issued by the Company (the items in clauses (i)or any Voting Company Debt, (iib) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iiic) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and (iv), together with rights occurring to holders of the capital stock of the Company. As of the date of this Agreement, being referred to collectively as “Company Securities”). There there are no not any outstanding contracts requiring contractual obligations of the Company to repurchase, redeem or otherwise acquire any Company Securities shares of capital stock of the Company. The stockholder list provided to W2W is current and such list accurately reflects all of the Company is not a party to any voting agreement with respect to any Company Securities;issued and outstanding shares of the Company’s capital stock.

Capitalization and Additional Issuances. Promptly following The Company has authorized 405 million (405,000,000) shares of which 400 million is Common Stock and 5 million is preferred stock. As of the date hereof, the Company will inform each Purchaser of (i) the amount of shares of authorized shares of Common Stock and shares of preferred stock of the Company and (ii) the amount of there are 41,190,247 shares of the Common Stock issued and outstanding and 24,956,523 shares of the Common Stock which may be issued hereafter in respect of stock options, warrants, convertible securities preferred stock or other Company Securities (as defined below) issued or outstanding, outstanding as of the date of such notificationhereof. All of the outstanding shares of the Common Stock are, and the shares of Common Stock to be issued pursuant to the Note and Warrant will be, duly authorized and validly issued, fully paid and non-assessable and are not (and will not be) subject to preemptive or similar rights affecting the Common Stock. As of the date hereof, except as described on Schedule 3(c) hereto, there are no (i) contracts to which the Company is a party obligating the Company to accelerate the vesting of any company equity award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events), (ii) outstanding securities of the Company convertible into or exchangeable for shares of the Common Stock or other SecuritiesStock, (iii) outstanding options, warrants or other agreements or commitments to acquire from the Company, or obligations of the Company to issue, shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock of) the Company, Company or (iv) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of the Company, in each case that have been issued by the Company (the items in clauses (i), (ii) and (iii) and (iv), together with the capital stock of the Company, being referred to collectively as “Company Securities”). There are no outstanding contracts requiring the Company to repurchase, redeem or otherwise acquire any Company Securities and the Company is not a party to any voting agreement with respect to any Company Securities;

Capitalization and Additional Issuances. Promptly following The Company has authorized 320 million (320,000,000) shares of which 300 million is Common Stock and 20 million is preferred stock. As of the date hereof, the Company will inform each Purchaser of (i) the amount of shares of authorized shares of Common Stock and shares of preferred stock of the Company and (ii) the amount of there are 39,826,003 shares of the Common Stock issued and outstanding and 106,451,228 shares of the Common Stock which Stockwhich may be issued hereafter in respect of stock options, warrants, convertible securities preferred stock or other Company Securities (as defined below) issued or outstanding, outstanding as of the date of such notificationhereof. All of the outstanding shares of the Common Stock are, and the Common Stock to be issued pursuant to the Note and Warrant will be, duly authorized and validly issued, fully paid and non-assessable and are not (and will not be) subject to preemptive or similar rights affecting the Common Stock. As of the date hereof, except as described on Schedule 3(c) hereto, there are no (i) contracts to which the Company is a party obligating the Company to accelerate the vesting of any company equity award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events), (ii) outstanding securities of the Company convertible into or exchangeable for shares of the Common Stock or other SecuritiesStock, (iii) outstanding options, warrants or other agreements or commitments to acquire from the Company, or obligations of the Company to issue, shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock of) the Company, Company or (iv) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of the Company, in each case that have been issued by the Company (the items in clauses (i), (ii) and (iii) and (iv), together with the capital stock of the Company, being referred to collectively as “Company Securities”). There are no outstanding contracts requiring the Company to repurchase, redeem or otherwise acquire any Company Securities and the Company is not a party to any voting agreement with respect to any Company Securities;

Capitalization and Additional Issuances. Promptly following The Company has authorized 320 million (320,000,000) shares of which 300 million is Common Stock and 20 million is preferred stock. As of the date hereof, the Company will inform each Purchaser of (i) the amount of shares of authorized shares of Common Stock and shares of preferred stock of the Company and (ii) the amount of there are 39,530,432 shares of the Common Stock issued and outstanding and 120,782,566 shares of the Common Stock which may be issued hereafter in respect of stock options, warrants, convertible securities preferred stock or other Company Securities (as defined below) issued or outstanding, outstanding as of the date of such notificationhereof. All of the outstanding shares of the Common Stock are, and the Common Stock to be issued pursuant to the Note and Warrant will be, duly authorized and validly issued, fully paid and non-assessable and are not (and will not be) subject to preemptive pr eemptive or similar rights affecting the Common Stock. As of the date hereof, except as described on Schedule 3(c) hereto, there are no (i) contracts to which the Company is a party obligating the Company to accelerate the vesting of any company equity award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events), (ii) outstanding securities of the Company convertible into or exchangeable for shares of the Common Stock or other SecuritiesStock, (iii) outstanding options, warrants or other agreements or commitments to acquire from the Company, or obligations of the Company to issue, shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock of) the Company, Company or (iv) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of the Company, in each case that have been issued by the Company (the items in clauses (i), (ii) and (iii) and (iv), together with the capital stock of the Company, being referred to collectively as “Company Securities”). There are no outstanding contracts requiring the Company to repurchase, redeem or otherwise acquire any Company Securities and the Company is not a party to any voting agreement with respect to any Company Securities;

Capitalization and Additional Issuances. Promptly following The Company has authorized 320 million (320,000,000) shares of which 300 million is Common Stock and 20 million is preferred stock. As of the date hereof, the Company will inform each Purchaser of (i) the amount of shares of authorized shares of Common Stock and shares of preferred stock of the Company and (ii) the amount of there are 39,530,432 shares of the Common Stock issued and outstanding and 120,782,566 shares of the Common Stock which may be issued hereafter in respect of stock options, warrants, convertible securities preferred stock or other Company Securities (as defined below) issued or outstanding, outstanding as of the date of such notificationhereof. All of the outstanding shares of the Common Stock are, and the Common Stock to be issued pursuant to the Note and Warrant will be, duly authorized and validly issued, fully paid and non-assessable and are not (and will not be) subject to preemptive or similar rights affecting the Common Stock. As of the date hereof, except as described on Schedule 3(c) hereto, there are no (i) contracts to which the Company is a party obligating the Company to accelerate the vesting of any company equity award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events), (ii) outstanding securities of the Company convertible into or exchangeable for shares of the Common Stock or other SecuritiesStock, (iii) outstanding options, warrants or other agreements or commitments to acquire from the Company, or obligations of the Company to issue, shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock of) the Company, Company or (iv) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of the Company, in each case that have been issued by the Company (the items in clauses (i), (ii) and (iii) and (iv), together with the capital stock of the Company, being referred to collectively as “Company Securities”). There are no outstanding contracts requiring the Company to repurchase, redeem or otherwise acquire any Company Securities and the Company is not a party to any voting agreement with respect to any Company Securities;

Capitalization and Additional Issuances. Promptly following The Company has authorized thirty million (30,000,000) shares of the Common Stock. As of the date hereof, the Company will inform each Purchaser of (i) the amount of shares of authorized shares of Common Stock and shares of preferred stock of the Company and (ii) the amount of there are 12,455,380 shares of the Common Stock issued and outstanding and 982,837 shares of the Common Stock which may be issued hereafter in respect of stock options, warrants, convertible securities preferred stock or other Company Securities (as defined below) issued or outstanding, outstanding as of the date of such notificationhereof. All of the outstanding shares of the Common Stock are, and the Common Stock Shares to be issued pursuant to the Note and Warrant this Agreement will be, duly authorized and validly issued, fully paid and non-assessable and are not (and will not be) subject to preemptive or similar rights affecting the Common Stock. As of the date hereof, except as described on Schedule 3(c) hereto, there are no (i) contracts to which the Company is a party obligating the Company to accelerate the vesting of any company equity award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events), (ii) outstanding securities of the Company convertible into or exchangeable for shares of the Common Stock or other SecuritiesStock, (iii) outstanding options, warrants or other agreements or commitments to acquire from the Company, or obligations of the Company to issue, shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock of) the Company, Company or (iv) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of the Company, in each case that have been issued by the Company (the items in clauses (i), (ii) and (iii) and (iv), together with the capital stock of the Company, being referred to collectively as “Company Securities”). There are no outstanding contracts requiring the Company to repurchase, redeem or otherwise acquire any Company Securities and the Company is not a party to any voting agreement with respect to any Company Securities;

Capitalization and Additional Issuances. Promptly following the date hereof, the Company will inform each Purchaser of (i) the amount of shares of authorized shares of Common Stock and shares of preferred stock of the Company and (ii) the amount of shares of the Common Stock issued and outstanding and shares of the Common Stock which may be issued hereafter in respect of stock options, warrants, convertible securities preferred stock or other Company Securities (as defined below) issued or outstanding, as of the date of such notification. All of the outstanding shares of the Common Stock are, and the Common Stock Shares to be issued pursuant to the Note Debenture and the Warrant will be, duly authorized and validly issued, fully paid and non-assessable and are not (and will not be) subject to preemptive or similar rights affecting the Common Stock. As of the date hereof, except as described on Schedule 3(c) hereto, there are no (i) contracts to which the Company is a party obligating the Company to accelerate the vesting of any company equity award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events), (ii) outstanding securities of the Company convertible into or exchangeable for shares of the Common Stock or other SecuritiesStock, (iii) outstanding options, warrants or other agreements or commitments to acquire from the Company, or obligations of the Company to issue, shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock of) the Company, Company or (iv) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of the Company, in each case that have been issued by the Company (the items in clauses (i), (ii) and (iii) and (iv), together with the capital stock of the Company, being referred to collectively as “Company Securities”). There are no outstanding contracts requiring the Company to repurchase, redeem or otherwise acquire any Company Securities and the Company is not a party to any voting agreement with respect to any Company Securities;

Capitalization and Additional Issuances. Promptly following The Company has authorized 320 million (320,000,000) shares of which 300 million is Common Stock and 20 million is preferred stock. As of the date hereof, the Company will inform each Purchaser of (i) the amount of shares of authorized shares of Common Stock and shares of preferred stock of the Company and (ii) the amount of there are 39,520,682 shares of the Common Stock issued and outstanding and 110,007,827 shares of the Common Stock which may be issued hereafter in respect of stock options, warrants, convertible securities preferred stock or other Company Securities (as defined below) issued or outstanding, outstanding as of the date of such notificationhereof. All of the outstanding shares of the Common Stock are, and the Common Stock to be issued pursuant to the Note and Warrant will be, duly authorized and validly issued, fully paid and non-assessable and are not (and will not be) subject to preemptive or similar rights affecting the Common Stock. As of the date hereof, except as described on Schedule 3(c) hereto, there are no (i) contracts to which the Company is a party obligating the Company to accelerate the vesting of any company equity award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events), (ii) outstanding securities of the Company convertible into or exchangeable for shares of the Common Stock or other SecuritiesStock, (iii) outstanding options, warrants or other agreements or commitments to acquire from the Company, or obligations of the Company to issue, shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock of) the Company, Company or (iv) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of the Company, in each case that have been issued by the Company (the items in clauses (i), (ii) and (iii) and (iv), together with the capital stock of the Company, being referred to collectively as “Company Securities”). There are no outstanding contracts requiring the Company to repurchase, redeem or otherwise acquire any Company Securities and the Company is not a party to any voting agreement with respect to any Company Securities;

Capitalization and Additional Issuances. Promptly following The Company has authorized seven million (7,000,000) shares of common stock, par value of $0.10 per share (the “Common Stock”), five hundred thousand (500,000) shares of Series A Convertible Preferred Stock, par value of $0.10 per share (the “Series A Preferred”), and five hundred thousand (500,000) shares of undesignated blank check preferred stock par value of $0.10 per share. As of the date hereof, the Company will inform each Purchaser of (i) the amount of shares of authorized shares of Common Stock and shares of preferred stock of the Company and (ii) the amount of there are 3,255,887 shares of the Common Stock Stock, and 500,000 shares of Series A Preferred issued and outstanding and shares of the Common Stock which may be issued hereafter in respect of stock options, warrants, convertible securities preferred stock or other Company Securities (as defined below) issued or outstanding, as of the date of such notification. All of the outstanding shares of the Common Stock are, and the Common Stock to be issued pursuant to the Note and Warrant will be, are duly authorized and validly issued, fully paid and non-assessable and are not (and will not be) subject to preemptive or similar rights affecting the Common Stock. The Company has authorized 50,000 warrants to purchase Common Stock, 42,500 options held by employees of the Company and 242,500 options reserved but not issued for the benefit of current and future employees, officers, consultants or non-employee directors. As of the date hereof, except as described on Schedule 3(c) hereto, there are no (i) contracts to which the Company is a party obligating the Company to accelerate the vesting of any company Company equity award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events), (ii) outstanding securities of the Company convertible into or exchangeable for shares of the Common Stock or other SecuritiesStock, (iii) outstanding options, warrants or other agreements or commitments to acquire from the Company, or obligations of the Company to issue, shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock of) the Company, Company or (iv) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of the Company, in each case that have been issued by the Company (the items in clauses (i), (ii) and (iii) and (iv), together with the capital stock of the Company, being referred to collectively as “Company Securities”). There are no outstanding contracts requiring the Company to repurchase, redeem or otherwise acquire any Company Securities and the Company is not a party to any voting agreement with respect to any Company Securities;. There are no stockholder agreements, proxies or other agreements, understandings or obligations in effect with respect to the voting, transfer or sale (including any rights of first refusal, rights of first offer or drag-along rights), issuance (including any pre-emptive or anti-dilution rights), or registration (including any related lock-up or market standoff agreements) of any shares of capital stock or other securities of the Company.

Capitalization and Additional Issuances. Promptly following The Company has authorized thirty million (30,000,000) shares of the Common Stock. As of the date hereof, the Company will inform each Purchaser of (i) the amount of shares of authorized shares of Common Stock and shares of preferred stock of the Company and (ii) the amount of there are [●] shares of the Common Stock issued and outstanding and [●] shares of the Common Stock Stock, which may be issued hereafter in respect of stock options, warrants, convertible securities preferred stock securities, or other Company Securities (as defined below) issued or outstanding, outstanding as of the date of such notificationhereof. All of the outstanding shares of the Common Stock are, and the Common Stock Shares to be issued pursuant to the Note and Warrant will be, duly authorized and validly issued, fully paid and non-assessable and are not (and will not be) subject to preemptive or similar rights affecting the Common Stock. As of the date hereof, except as described on Schedule 3(c) hereto, there are no (i) contracts to which the Company is a party obligating the Company to accelerate the vesting of any company equity award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events), (ii) outstanding securities of the Company convertible into or exchangeable for shares of the Common Stock or other SecuritiesStock, (iii) outstanding options, warrants or other agreements or commitments to acquire from the Company, or obligations of the Company to issue, shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock of) the Company, Company or (iv) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of the Company, in each case that have been issued by the Company (the items in clauses (i), (ii) and (iii) and (iv), together with the capital stock of the Company, being referred to collectively as “Company Securities”). There are no outstanding contracts requiring the Company to repurchase, redeem or otherwise acquire any Company Securities and the Company is not a party to any voting agreement with respect to any Company Securities;

Capitalization and Additional Issuances. Promptly following The authorized capital stock of the Company consists of 400,000,000 shares of common stock, $.001 par value and 30,000,000 shares of Preferred Stock. As of the date hereof, the Company will inform each Purchaser of (i) the amount of hereof 1,821,803 shares of authorized shares of Common Stock the Company’s common stock and no shares of preferred stock are issued and outstanding. Except as set forth in this paragraph, no shares of capital stock or other voting securities of the Company and (ii) the amount of shares of the Common Stock issued and outstanding and shares of the Common Stock which may be issued hereafter in respect of stock optionsare issued, warrants, convertible securities preferred stock or other Company Securities (as defined below) issued reserved for issuance or outstanding, as of the date of such notification. All of the outstanding shares of the Common Stock capital stock of the Company are, and the Common Stock to all such shares that may be issued pursuant prior to the Note and Warrant date hereof will bebe when issued, duly authorized and authorized, validly issued, fully paid and non-assessable nonassessable and are not (and will not be) subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar rights affecting right under any provision of Nevada law, the Common Stock. As of Company Charter, the date hereof, except as described on Schedule 3(c) hereto, there are no (i) contracts Company Bylaws or any Contract to which the Company is a party obligating the Company to accelerate the vesting of or otherwise bound. There are not any company equity award as a result of the transactions contemplated by this Agreement (whether alone bonds, debentures, notes or upon the occurrence of any additional or subsequent events), (ii) outstanding securities other indebtedness of the Company having the right to vote (or convertible into into, or exchangeable for shares for, securities having the right to vote) on any matters on which holders of the Common Stock or other SecuritiesCompany’s common stock may vote (“Voting Company Debt”). As of the date of this Agreement, (iii) outstanding there are not any options, warrants warrants, rights, convertible or other agreements exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or commitments undertakings of any kind to acquire from which the Company, Company is a party or obligations of by which it is bound (a) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of (or securities other equity interests in, or any security convertible into or exercisable for or exchangeable for shares of capital stock of) the Company, or (iv) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, into any shares of capital stock of the Companyor other equity interest in, in each case that have been issued by the Company (the items in clauses (i)or any Voting Company Debt, (iib) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iiic) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and (iv), together with rights occurring to holders of the capital stock of the Company. As of the date of this Agreement, being referred to collectively as “Company Securities”). There there are no not any outstanding contracts requiring contractual obligations of the Company to repurchase, redeem or otherwise acquire any Company Securities shares of capital stock of the Company. The stockholder list provided to W2W is current and such list accurately reflects all of the Company is not a party to any voting agreement with respect to any Company Securitiesissued and outstanding shares of the Company’s capital stock;

Capitalization and Additional Issuances. Promptly following the date hereof, The Company’s capitalization is described in the Company will inform each Purchaser of (i) the amount of shares of authorized shares of Common Stock and shares of preferred stock of the Company and (ii) the amount of shares of the Common Stock issued and outstanding and shares of the Common Stock which may be issued hereafter in respect of stock options, warrants, convertible securities preferred stock or other Company Securities (as defined below) issued or outstanding, as of the date of such notificationSEC Documents. All of the outstanding shares of the Common Stock are, and the Common Stock to be issued pursuant to the Note and Warrant will be, are duly authorized and validly issued, fully paid and non-assessable and are not (and will not be) subject to preemptive or similar rights affecting the Common Stock. As of the date hereof, except as described on Schedule 3(c) heretothe Company SEC Documents, there are no (i) contracts to which the Company is a party obligating the Company to accelerate the vesting of any company equity award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events), (ii) outstanding securities of the Company convertible into or exchangeable for shares of the Common Stock or other SecuritiesStock, (iii) outstanding options, warrants or other agreements or commitments to acquire from the Company, or obligations of the Company to issue, shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock of) the Company, Company or (iv) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of the Company, in each case that have been issued by the Company (the items in clauses (i), (ii) and (iii) and (iv), together with the capital stock of the Company, being referred to collectively as “Company Securities”). There are no outstanding contracts requiring the Company to repurchase, redeem or otherwise acquire any Company Securities and the Company is not a party to any voting agreement with respect to any Company Securities;

Capitalization and Additional Issuances. Promptly following The Company has authorized four million (4,000,000) shares of the Common Stock. As of the date hereof, the Company will inform each Purchaser of (i) the amount of shares of authorized shares of Common Stock and shares of preferred stock of the Company and (ii) the amount of there are 2,795,549 shares of the Common Stock issued and outstanding and shares of the Common Stock which may be issued hereafter in respect of stock options, warrants, convertible securities preferred stock or other Company Securities (as defined below) issued or outstanding, as of the date of such notification. All of the outstanding shares of the Common Stock are, and the Common Stock to be issued pursuant to the Note and Warrant will be, are duly authorized and validly issued, fully paid and non-assessable and are not (and will not be) subject to preemptive or similar rights affecting the Common Stock. As of the date hereof, except as described on Schedule 3(c) hereto, there are no (i) contracts to which the Company is a party obligating the Company to accelerate the vesting of any company equity award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events), (ii) outstanding securities of the Company convertible into or exchangeable for shares of the Common Stock or other SecuritiesStock, (iii) outstanding options, warrants or other agreements or commitments to acquire from the Company, or obligations of the Company to issue, shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock of) the Company, Company or (iv) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of the Company, in each case that have been issued by the Company (the items in clauses (i), (ii) and (iii) and (iv), together with the capital stock of the Company, being referred to collectively as “Company Securities”). There are no outstanding contracts requiring the Company to repurchase, redeem or otherwise acquire any Company Securities and the Company is not a party to any voting agreement with respect to any Company Securities;

Capitalization and Additional Issuances. Promptly following The Company has authorized 320 million (320,000,000) shares of which 300 million is Common Stock and 20 million is preferred stock. As of the date hereof, the Company will inform each Purchaser of (i) the amount of shares of authorized shares of Common Stock and shares of preferred stock of the Company and (ii) the amount of there are 97,856,646 shares of the Common Stock issued and outstanding and 128,479,359 shares of the Common Stock which may be issued hereafter in respect of stock options, warrants, convertible securities securities, preferred stock or other Company Securities (as defined below) issued or outstanding, outstanding as of the date of such notificationhereof. All of the outstanding shares of the Common Stock are, and the Common Stock to be issued pursuant to the Note and Warrant will be, duly authorized and validly issued, fully paid and non-assessable and are not (and will not be) subject to preemptive or similar rights affecting the Common Stock. As of the date hereof, except as described on Schedule 3(c) hereto, there are no (i) contracts to which the Company is a party obligating the Company to accelerate the vesting of any company equity award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events), (ii) outstanding securities of the Company convertible into or exchangeable for shares of the Common Stock or other SecuritiesStock, (iii) outstanding options, warrants or other agreements or commitments to acquire from the Company, or obligations of the Company to issue, shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock of) the Company, or (iv) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of the Company, in each case that have been issued by the Company (the items in clauses (i), (ii) and (iii) and (iv), together with the capital stock of the Company, being referred to collectively as “Company Securities”). There are no outstanding contracts requiring the Company to repurchase, redeem or otherwise acquire any Company Securities and the Company is not a party to any voting agreement with respect to any Company Securities;

Capitalization and Additional Issuances. Promptly following The Company has authorized two hundred fifty million (250,000,000) shares of the Common Stock. As of the date hereof, the Company will inform each Purchaser of (i) the amount of shares of authorized shares of Common Stock and shares of preferred stock of the Company and (ii) the amount of there are 13,545,275 shares of the Common Stock issued and outstanding and 1,350,000 shares of the Common Stock Stock, which may be issued hereafter in respect of stock options, warrants, convertible securities preferred stock securities, or other Company Securities (as defined below) issued or outstanding, outstanding as of the date of such notificationhereof. All of the outstanding shares of the Common Stock are, and the Common Stock Shares to be issued pursuant to the Note and Warrant Debenture will be, duly authorized and validly issued, fully paid and non-assessable and are not (and will not be) subject to preemptive or similar rights affecting the Common Stock. As of the date hereof, except as described on Schedule 3(c) hereto, there are no (i) contracts to which the Company is a party obligating the Company to accelerate the vesting of any company equity award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events), (ii) outstanding securities of the Company convertible into or exchangeable for shares of the Common Stock or other SecuritiesStock, (iii) outstanding options, warrants or other agreements or commitments to acquire from the Company, or obligations of the Company to issue, shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock of) the Company, Company or (iv) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of the Company, in each case that have been issued by the Company (the items in clauses (i), (ii) and (iii) and (iv), together with the capital stock of the Company, being referred to collectively as “Company Securities”). There are no outstanding contracts requiring the Company to repurchase, redeem or otherwise acquire any Company Securities and the Company is not a party to any voting agreement with respect to any Company Securities;

Capitalization and Additional Issuances. Promptly following The Company has authorized four million (4,000,000) shares of common stock, par value of $.10 per share (the “Common Stock”). As of the date hereof, the Company will inform each Purchaser of (i) the amount of shares of authorized shares of Common Stock and shares of preferred stock of the Company and (ii) the amount of there are 3,255,887 shares of the Common Stock issued and outstanding and shares of the Common Stock which may be issued hereafter in respect of stock options, warrants, convertible securities preferred stock or other Company Securities (as defined below) issued or outstanding, as of the date of such notification. All of the outstanding shares of the Common Stock are, and the Common Stock to be issued pursuant to the Note and Warrant will be, are duly authorized and validly issued, fully paid and non-assessable and are not (and will not be) subject to preemptive or similar rights affecting the Common Stock. The Company has authorized 50,000 warrants to purchase Common Stock, 79,000 options held by employees of the Company and 250,000 options reserved but not issued for the benefit of current and future employees, officers, consultants or non-employee directors. The Company also has authorized one million (1,000,000) preferred shares, but none outstanding. As of the date hereof, except as described on Schedule 3(c) hereto, there are no (i) contracts to which the Company is a party obligating the Company to accelerate the vesting of any company Company equity award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events), (ii) outstanding securities of the Company convertible into or exchangeable for shares of the Common Stock or other SecuritiesStock, (iii) outstanding options, warrants or other agreements or commitments to acquire from the Company, or obligations of the Company to issue, shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock of) the Company, Company or (iv) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of the Company, in each case that have been issued by the Company (the items in clauses (i), (ii) and (iii) and (iv), together with the capital stock of the Company, being referred to collectively as “Company Securities”). There are no outstanding contracts requiring the Company to repurchase, redeem or otherwise acquire any Company Securities and the Company is not a party to any voting agreement with respect to any Company Securities;. There are no stockholder agreements, proxies or other agreements, understandings or obligations in effect with respect to the voting, transfer or sale (including any rights of first refusal, rights of first offer or drag-along rights), issuance (including any pre-emptive or anti-dilution rights), or registration (including any related lock-up or market standoff agreements) of any shares of capital stock or other securities of the Company.