Common use of Capitalization and Ownership Clause in Contracts

Capitalization and Ownership. 4.3.1. ABT's capital stock consists of (i) 3,000,000 shares of common stock, $0.001 par value per share, of which only 623,877 shares are currently issued and outstanding (the "ABT Common Stock") and (ii) 1,000,000 shares of preferred stock, $0.001 par value per share, of which 110,000 shares are designated as a class of preferred stock known as "Preferred Stock," of which 102,000 shares are designated as a series of the Preferred Stock known as "Preferred Stock, Series A" and 100,002 shares of Preferred Stock, Series A are currently issued and outstanding (the "ABT Preferred Stock"). SCHEDULE 4.3.1 sets forth the current stock holdings of ABT, including the name and address of each shareholder and the number of Shares per class owned by each such shareholder. SCHEDULE 4.3.1 also sets forth all of the Convertible Securities, including the names and address of each holder, the exercise price of such security, the current vesting of such security and the class of capital stock such security is exercisable for. All of the ABT Common Stock and the ABT Preferred Stock have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of the terms of any Contract binding upon ABT, and were issued in compliance with all applicable Charter Documents of ABT and all applicable federal and state securities or "blue sky" laws and regulations. No equity securities of ABT, other than the ABT Common Stock and the ABT Preferred Stock, are issued or outstanding. There are, and have been, no preemptive rights with respect to the issuance of the ABT Common Stock and the ABT Preferred Stock. Except as set forth on SCHEDULE 4.3.1, there are: (a) no existing Contracts, subscriptions, options, warrants, calls, commitments or rights of any character to purchase or otherwise acquire from any one or more of the Securityholders or ABT at any time, or upon the happening of any stated event, any capital stock or other securities of ABT, whether or not presently issued or outstanding; (b) no outstanding securities of ABT that are convertible into or exchangeable for capital stock or other securities of ABT; and (c) no Contracts, subscriptions, options, warrants, calls, commitments or rights to purchase or otherwise acquire from ABT any such convertible or exchangeable securities. 4.3.2. Each Securityholder owns all of the ABT Common Stock, the ABT Preferred Stock and/or the Convertible Securities owned by such Securityholder free and clear of any Liens. 4.3.3. Except as set forth on SCHEDULE 4.3.3, ABT has not issued and sold any Additional Shares (as such term is defined in ABT's articles of incorporation) for a consideration per share less than the Conversion Price (as such term is defined in ABT's articles of incorporation). 4.3.4. SCHEDULE 4.3.4 sets forth the accrued but unpaid dividends on the Preferred Stock, Series A of ABT for all periods up to an including the date hereof and the per diem rate that such dividends shall accrue after the date hereof.

Capitalization and Ownership. 4.3.1. ABT's (a) As of the date of this Agreement, the entire authorized capital stock of the Company consists of (i) 3,000,000 2,000,000 shares of common stock, $0.001 par value per share, of which only 623,877 shares are currently issued Company Common Stock and outstanding (the "ABT Common Stock") and (ii) 1,000,000 shares of preferred stock, $0.001 par value per share, of which 110,000 shares are designated as a class of preferred stock known as "Preferred Stock," of which 102,000 shares are designated as a series of the Preferred Stock known as "Preferred Stock, Series A" and 100,002 900,000 shares of Preferred Stock, of which 19,000 shares have been designated as Junior Preferred Stock, 107,500 shares have been designated as Series A are currently Preferred Stock and 495,000 shares have been designated as Series B Preferred Stock. The issued and outstanding (the "ABT shares of Company Common Stock, Junior Preferred Stock"). SCHEDULE 4.3.1 sets forth , Series A Preferred Stock and Series B Preferred Stock are owned of record and, to the current stock holdings of ABT, including the name and address of each shareholder and the number of Shares per class owned by each such shareholder. SCHEDULE 4.3.1 also sets forth all knowledge of the Convertible SecuritiesCompany, including beneficially, by the names and address of each holder, the exercise price of such security, the current vesting of such security and the class of capital stock such security is exercisable forStockholders shown on EXHIBITS A-1 through A-3 hereof. All of the ABT Common Stock and presently outstanding shares of capital stock of the ABT Preferred Stock Company have been duly validly authorized and validly issued, issued and are fully paid and nonassessable. Except as provided in Schedule 3.03(a), were the Company has not issued in violation any other shares of its capital stock and there are no outstanding options, warrants, subscriptions or other rights or obligations to purchase or acquire any of such shares, nor any outstanding securities convertible into or exchangeable for such shares. Except as disclosed on Schedule 3.03(a) or as contemplated under this Agreement, there are no agreements to which the terms Company is a party or has knowledge regarding the issuance, registration, voting or transfer of any Contract binding upon ABT, and were issued in compliance with all applicable Charter Documents its outstanding shares of ABT and all applicable federal and state securities or "blue sky" laws and regulations. No equity securities of ABT, other than the ABT Common Stock and the ABT Preferred Stock, are issued or outstanding. There are, and have been, no preemptive rights with respect to the issuance of the ABT Common Stock and the ABT Preferred Stockits capital stock. Except as set forth on SCHEDULE 4.3.1Schedule 3.03(a), there are: (a) no existing Contracts, subscriptions, options, warrants, calls, commitments or rights of any character to purchase or otherwise acquire from any one or more of the Securityholders or ABT at any time, or upon the happening of any stated event, dividends are accrued but unpaid on any capital stock or other securities of ABT, whether or not presently issued or outstanding; the Company. (b) no outstanding securities of ABT that are convertible into or exchangeable for The authorized and issued capital stock or other securities of ABT; and (c) no Contracts, subscriptions, options, warrants, calls, commitments or rights to purchase or otherwise acquire from ABT any such convertible or exchangeable securities. 4.3.2. Each Securityholder owns all of the ABT Common Stock, Subsidiary and the ABT Preferred Stock and/or the Convertible Securities owned by names and ownership interest of each holder of such Securityholder free and clear of any Liens. 4.3.3capital stock is as set forth in Schedule 3.03(b). Except as set forth on SCHEDULE 4.3.3Schedule 3.03(b), ABT has not issued there are no outstanding shares of capital stock of the Subsidiary and sold there are no options, warrants, subscriptions or other rights or obligations to purchase or acquire any Additional Shares (as of such term shares of capital stock, nor any outstanding securities convertible into or exchangeable for such shares. There is defined in ABT's articles no agreement pending or contemplated to which the Subsidiary is a party regarding the issuance, registration, voting or transfer of incorporation) for a consideration per share less than any shares of capital stock of the Conversion Price (as such term is defined in ABT's articles of incorporation)Subsidiary. 4.3.4. SCHEDULE 4.3.4 sets forth the accrued but unpaid dividends on the Preferred Stock, Series A of ABT for all periods up to an including the date hereof and the per diem rate that such dividends shall accrue after the date hereof.

Capitalization and Ownership. 4.3.1. ABT's (a) The authorized capital stock of Parent consists of (i) 3,000,000 50,000,000 shares of common stockParent Common Stock, $0.001 par value $0.0001 per share, of which only 623,877 shares are currently issued and outstanding (the "ABT Common Stock") and (ii) 1,000,000 shares of preferred stock, $0.001 par value per share, of which 110,000 shares are designated as a class of preferred stock known as "Preferred Stock," of which 102,000 shares are designated as a series of the Preferred Stock known as "Preferred Stock, Series A" and 100,002 par value $0.0001 per share. As of the date hereof, 11,249,997 shares of Parent Common Stock were issued and outstanding. As of the date hereof, no shares of Parent Preferred Stock were issued or outstanding. Parent has reserved 18,000,000 shares of Parent Common Stock for issuance upon exercise of outstanding warrants held by Parent’s public stockholders, and 1,350,000 shares of Parent Common Stock issuable upon exercise of unit purchase options issued by Parent on August 31, 2005 in connection with its initial public offering (and warrants issuable upon exercise thereof) to Wedbush Xxxxxx Securities Inc. and Maxim Partners LLC. (b) Prior to and as of the date of this Agreement, no dividends have been declared, reserved or set aside with respect to any Parent Common Stock, Series A are currently . (c) Section 4.4 of the Parent Disclosure Schedule sets forth for Purchaser: (i) its authorized share capital; and (ii) the number of issued and outstanding (the "ABT Preferred Stock"). SCHEDULE 4.3.1 sets forth the current stock holdings shares of ABT, including the name and address of each shareholder its authorized share capital and the number of Shares per class owned by each such shareholder. SCHEDULE 4.3.1 also sets forth all of the Convertible Securities, including the names record and address of each holder, the exercise price of such security, the current vesting of such security and the class of capital stock such security is exercisable forbeneficial owners thereof. All of the ABT issued and outstanding equity securities of the Purchaser are owned of record and beneficially by the Persons specified in Section 4.4 of the Parent Disclosure Schedule and, to the Parent’s knowledge, free and clear of all Encumbrances, in the respective amounts set forth in the Parent Disclosure Schedule. (d) Other than Purchaser, Parent has no Subsidiaries. (e) Except as set forth in this Section 4.4 or as contemplated by this Agreement: (i) there are no equity securities of any class of either Parent or the Purchaser, or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding; and (ii) there are no options, warrants, equity securities, calls, rights or other Parent Contracts obligating Parent or Purchaser to issue, exchange, transfer, deliver or sell, or cause to be issued, exchanged, transferred, delivered or sold, additional shares or other equity interests of Parent or Purchaser or any security or rights convertible into or exchangeable or exercisable for any such shares or other equity interests, or obligating Parent or Purchaser to grant, extend, accelerate the vesting of, otherwise modify or amend or enter into any such option, warrant, equity security, call, right, or Contract. (f) Except as filed as an exhibit to Parent’s Registration Statement on Form S-1 (Registration No. 333-124141) (the “Parent IPO Registration Statement”), there are no Parent Contracts or, to the Knowledge of Parent, Contracts to which any Parent Stockholder or any Affiliate of Parent or any Parent Stockholder is a party or by which any Parent Stockholder or any Affiliate of Parent or any Parent Stockholder is bound with respect to the voting (including voting trusts or proxies), registration under the U.S. Securities Act or any other Securities Laws (including the qualification of a prospectus under Canadian securities Law), or the sale or transfer (including Parent Contracts imposing transfer restrictions) of any shares or other equity interests of Parent or Purchaser. Parent does not have any outstanding share appreciation rights, phantom shares, performance based rights or similar rights or obligations. No holder of indebtedness of Parent or Purchaser has any right to convert or exchange such indebtedness for any equity securities or other securities of Parent or Purchaser. No holders of outstanding indebtedness of Parent or Purchaser have any rights to vote for the election of directors of Parent or Purchaser or to vote on any other matter. (g) All of the Parent Common Stock and the ABT Preferred Stock have been issued and outstanding equity securities of Purchaser are duly authorized and authorized, validly issued, are fully paid and nonassessablepaid, were non-assessable, not subject to or issued in violation of the terms any purchase option, right of first refusal, pre-emptive right, subscription right or any Contract binding upon ABT, similar right and were have been issued in compliance with all applicable Charter Documents of ABT and all Laws. Other than legends required by applicable federal and state securities blue sky laws, no legend or "blue sky" laws and regulations. No equity securities of ABT, other than reference to any purported Encumbrance will appear on any certificate representing the ABT Parent Common Stock and or the ABT Preferred StockExchangeable Shares to be issued pursuant to the Arrangement. (h) There are no obligations, contingent or otherwise, of Parent or Purchaser to repurchase, redeem or otherwise acquire any of their shares or other equity interests. Neither Parent nor Purchaser is subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. Except to the extent arising pursuant to applicable take-over or similar Laws, there is no rights agreement, “poison pill” anti-take-over plan or other similar agreement or understanding to which Parent or Purchaser is a party or by they are issued or outstanding. There are, and have been, no preemptive rights bound with respect to the issuance of the ABT Common Stock and the ABT Preferred Stock. Except as set forth on SCHEDULE 4.3.1, there are: (a) no existing Contracts, subscriptions, options, warrants, calls, commitments or rights any equity security of any character to purchase class of Parent or otherwise acquire from any one or more of the Securityholders or ABT at any time, or upon the happening of any stated event, any capital stock or other securities of ABT, whether or not presently issued or outstanding; (b) no outstanding securities of ABT that are convertible into or exchangeable for capital stock or other securities of ABT; and (c) no Contracts, subscriptions, options, warrants, calls, commitments or rights to purchase or otherwise acquire from ABT any such convertible or exchangeable securitiesPurchaser. 4.3.2. Each Securityholder owns all of the ABT Common Stock, the ABT Preferred Stock and/or the Convertible Securities owned by such Securityholder free and clear of any Liens. 4.3.3. Except as set forth on SCHEDULE 4.3.3, ABT has not issued and sold any Additional Shares (as such term is defined in ABT's articles of incorporation) for a consideration per share less than the Conversion Price (as such term is defined in ABT's articles of incorporation). 4.3.4. SCHEDULE 4.3.4 sets forth the accrued but unpaid dividends on the Preferred Stock, Series A of ABT for all periods up to an including the date hereof and the per diem rate that such dividends shall accrue after the date hereof.

Capitalization and Ownership. 4.3.1The Company is authorized to issue 30,000,000 common shares (“Common Shares”), of which 3,879,729 are issued and outstanding, and 20,000,000 preferred shares (“Preferred Shares”), 6,000,000 shares which are designated as Series A Preferred Shares (“Series A Preferred Shares”) and of which 5,054,309 shares are issued and outstanding as of the date hereof, 7,000,000 shares which are designated as Series B Preferred Shares (“Series B Preferred Shares”), and of which 5,499,999 shares are issued and outstanding as of the date hereof, 7,000,000 shares which are designated as Series C Preferred Shares (“Series C Preferred Shares”), and of which 6,000,000 are issued and outstanding as of the date hereof. ABT's capital stock consists Section 3.4 of the Company Disclosure Schedule sets forth, as of the date hereof, a complete and accurate list of (a) all Shareholders, indicating the number of Company Capital Shares held by each, and (b) all outstanding options to purchase Common Shares pursuant to the Shares Option Plan or otherwise (“Options”), indicating (i) 3,000,000 shares the holder thereof and his or her state of common stockresidence, $0.001 par value per share, of which only 623,877 shares are currently issued and outstanding (the "ABT Common Stock") and (ii) 1,000,000 shares of preferred stock, $0.001 par value per share, of which 110,000 shares are designated as a the number and class of preferred stock known as "Preferred Stock," of which 102,000 shares are designated as a or series of the Preferred Stock known as "Preferred StockCompany Capital Shares subject to each Option, Series A" and 100,002 shares of Preferred Stock, Series A are currently issued and outstanding (the "ABT Preferred Stock"). SCHEDULE 4.3.1 sets forth the current stock holdings of ABT, including the name and address of each shareholder and the number of Shares per class owned by each such shareholder. SCHEDULE 4.3.1 also sets forth all of the Convertible Securities, including the names and address of each holder, iii) the exercise price price, date of such securitygrant, the current and vesting of such security and the class of capital stock such security is exercisable forschedule (including, without limitation, early exercise rights, if any) for each Option. All of the ABT Common Stock Options will terminate and be of no further force or effect at or immediately prior to the ABT Preferred Stock Effective Time, and neither the Company, the Purchaser, the Merger Sub nor the Surviving Company will, thereafter, have been any Liability or obligation, including any obligation to pay any Merger Consideration with respect thereto, except as expressly provided in this Agreement. All of the issued and outstanding Company Capital Shares are, and all Company Capital Shares that may be issued upon exercise of Options will be (upon issuance in accordance with their terms), duly authorized and authorized, validly issued, fully paid, nonassessable and free of all preemptive rights. All of the issued and outstanding Company Capital Shares which may previously have been subject to a right of repurchase in favor of the Company or any other Person, or otherwise subject to “vesting” provisions, are fully paid vested by lapse of time and nonassessableno longer subject to any repurchase right, were not issued without regard to any acceleration in violation connection with the Merger. Other than the Options listed in Section 3.4 of the terms Company Disclosure Schedule, as of the date hereof, there are no outstanding or authorized options, warrants, rights, agreements or commitments to which the Company is a party or which are binding upon the Company providing for the issuance or redemption of any Contract binding upon ABTCompany Capital Shares. All issued and outstanding Company Capital Shares are held or owned free and clear of any restrictions on transfer (other than restrictions under securities and other applicable Law), claims, security interests, options, warrants, rights, contracts, calls, commitments, equities and were issued in compliance with all applicable Charter Documents of ABT and all applicable federal and state securities or "blue sky" laws and regulationsdemands. No equity securities holder of ABT, other than Indebtedness of the ABT Common Stock and the ABT Preferred Stock, are issued Company has any right to convert or outstandingexchange such Indebtedness for Company Capital Shares. There areare no outstanding or authorized shares appreciation, and have been, no preemptive phantom shares or similar rights with respect to the issuance Company. There are no agreements to which the Company is a party or by which it is bound with respect to the voting (including, without limitation, voting trusts or proxies), registration, or sale or transfer (including, without limitation, agreements relating to preemptive rights, rights of first refusal, co-sale rights or “drag-along” rights) of any securities of the ABT Common Stock and Company. To the ABT Preferred Stock. Except as set forth on SCHEDULE 4.3.1Knowledge of the Company, there are: are no agreements among other parties to which the Company is not a party and by which it is not bound, with respect to the voting (aincluding, without limitation, voting trusts or proxies) no existing Contractsor sale or transfer (including, subscriptionswithout limitation, options, warrants, calls, commitments or agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any character to purchase or otherwise acquire from any one or more securities of the Securityholders or ABT at any timeCompany. All of the issued and Outstanding Company Capital Shares and Options were issued and granted in compliance with applicable securities laws. In the Merger, or upon the happening of any stated event, any capital stock or other securities of ABT, whether or not presently issued or outstanding; (b) no outstanding securities of ABT that are convertible into or exchangeable for capital stock or other securities of ABT; and (c) no Contracts, subscriptions, options, warrants, calls, commitments or rights to purchase or otherwise acquire from ABT any such convertible or exchangeable securities. 4.3.2. Each Securityholder owns all of the ABT Common Stock, the ABT Preferred Stock and/or the Convertible Securities owned by such Securityholder free and clear of any Liensoutstanding Company Capital shares are entitled to vote as a single class. 4.3.3. Except as set forth on SCHEDULE 4.3.3, ABT has not issued and sold any Additional Shares (as such term is defined in ABT's articles of incorporation) for a consideration per share less than the Conversion Price (as such term is defined in ABT's articles of incorporation). 4.3.4. SCHEDULE 4.3.4 sets forth the accrued but unpaid dividends on the Preferred Stock, Series A of ABT for all periods up to an including the date hereof and the per diem rate that such dividends shall accrue after the date hereof.

Capitalization and Ownership. 4.3.1. ABT's (a) The authorized capital stock of the Company consists solely of (i) 3,000,000 11,000,000 shares of common stock, $0.001 par value per shareCompany Common Stock, of which only 623,877 6,070,400 shares are currently issued and outstanding (the "ABT Common Stock") and (ii) 1,000,000 4,000 shares of preferred stock, $0.001 par value per share, of which 110,000 2,000 shares are designated as a class of preferred stock known as "Series A Preferred Stock," of which 102,000 , 600 shares are designated as a series of the Preferred Stock known as "Series B Preferred Stock, Series A" and 100,002 1,400 shares are not designated. Of such authorized shares of Preferred Stockpreferred stock, 2,000 shares of Company Series A Preferred Stock are currently issued and outstanding (and 125 shares of Series B Preferred Stock are issued and outstanding. Each one share of Series A Preferred Stock and Series B Preferred Stock is convertible into 1,000 shares of Company Common Stock, subject to certain adjustments as set forth in the "ABT Preferred Stock"). SCHEDULE 4.3.1 sets forth the current stock holdings Company’s Second Amended and Restated Certificate of ABT, including the name and address of each shareholder and the number of Shares per class owned by each such shareholder. SCHEDULE 4.3.1 also sets forth all of the Convertible Securities, including the names and address of each holder, the exercise price of such security, the current vesting of such security and the class of capital stock such security is exercisable forIncorporation. All of the ABT Common Stock issued and outstanding shares of the ABT Preferred Company Capital Stock have been duly authorized and validly issued, are fully paid and nonassessable, and were not offered, issued, sold and delivered by the Company in compliance with all applicable Laws including, without limitation, Securities Laws. None of such shares were issued in violation of the terms preemptive rights of any Contract binding upon ABT, and were issued in compliance with all applicable Charter Documents of ABT and all applicable federal and state securities past or "blue sky" laws and regulations. No equity securities of ABT, other than the ABT Common Stock and the ABT Preferred Stock, are issued or outstanding. There are, and have been, no preemptive rights with respect to the issuance of the ABT Common Stock and the ABT Preferred Stockpresent stockholder. Except as set forth on SCHEDULE 4.3.1in Schedule 4.3, no Right of any kind exists which obligates the Company to issue any of its capital stock. (b) Except as set forth in Schedule 4.3, there are: are no (ai) no existing Contracts, outstanding subscriptions, options, calls, warrants, callsconvertible or exchangeable security, commitments other conversion right or rights of any character to purchase or otherwise acquire from any one or more of the Securityholders or ABT at any timecommitment, or upon the happening any other Right (whether or not clearly exercisable) to acquire any shares of any stated event, any capital stock or other securities of ABTthe Company, whether (ii) outstanding securities, instruments or not presently issued or outstanding; (b) no outstanding securities of ABT obligations that are or may become convertible into or exchangeable for shares of capital stock or other securities of ABT; and the Company, (ciii) no Contracts, subscriptions, options, warrants, calls, commitments Contracts under which the Company is or rights may become obligated to purchase sell or otherwise issue any shares of its capital stock or other securities, or (iv) conditions or circumstances that may directly or indirectly give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire from ABT or receive any such convertible or exchangeable securities. 4.3.2. Each Securityholder owns all shares of the ABT Common Stock, capital stock or other securities of the ABT Preferred Stock and/or the Convertible Securities owned by such Securityholder free and clear of any LiensCompany. 4.3.3. Except as set forth on SCHEDULE 4.3.3, ABT has not issued and sold any Additional Shares (as such term is defined in ABT's articles of incorporation) for a consideration per share less than the Conversion Price (as such term is defined in ABT's articles of incorporation). 4.3.4. SCHEDULE 4.3.4 sets forth the accrued but unpaid dividends on the Preferred Stock, Series A of ABT for all periods up to an including the date hereof and the per diem rate that such dividends shall accrue after the date hereof.

Capitalization and Ownership. 4.3.1. ABT's (a) As of the date hereof, the authorized capital stock of the Purchaser consists solely of (i) 3,000,000 100,000,000 shares of common stock, $0.001 par value per sharePurchaser Common Stock, of which only 623,877 12,297,117 shares of Purchaser Common Stock are currently issued and outstanding, (ii) 500,000 shares of Series A Preferred, par value $0.0001, of which 251,136 shares of such Series A Preferred are issued and outstanding, (iii) 20,000 shares of Series B Preferred, par value $0.0001, of which 1,452 shares of such Series B Preferred are issued and outstanding and (iv) 15,000 shares of Series C Preferred, par value $0.0001, of which 7,630 shares of such Series C Preferred are issued and outstanding (collectively, the "ABT “Purchaser Equity”). As of the date hereof, the Purchaser has Convertible Debentures outstanding with an aggregate principal amount of $4,993,700, pursuant to which the principal and interest thereof are convertible into shares of Purchaser Common Stock"Stock at a current conversion price of $0.175 per share. The Purchaser has reserved a number of shares of Purchaser Common Stock in an amount sufficient to satisfy (A) the exercises of the Purchaser Converted Options into which the Noncompensatory Options shall convert pursuant to Section 3.3, and (B) the issuance of Purchaser Common Stock pursuant to awards that may be granted under the Company Equity Plan. (b) Except as set forth on Section 5.4(b) of the Purchaser Disclosure Schedule, the Purchaser does not own, control or have any rights to acquire, directly or indirectly, any capital stock or other equity interests or debt instruments of any Person. (c) Except for the Convertible Debentures or as set forth on Section 5.4(c) of the Purchaser Disclosure Schedule and the Exok Securities, (i) there are no equity securities of any class of the Purchaser, or any security exchangeable into or exercisable for such equity securities, authorized, issued, reserved for issuance or outstanding, and (ii) 1,000,000 there are no options, warrants, equity securities, calls, rights or other Contracts to which the Purchaser is a party or by which the Purchaser is bound obligating the Purchaser to issue, exchange, transfer, deliver or sell, or cause to be issued, exchanged, transferred, delivered or sold, additional shares of preferred Purchaser Equity or other equity interests of the Purchaser or any security or rights convertible into or exchangeable or exercisable for any such membership interests or other equity interests, or obligating the Purchaser to grant, extend, accelerate the vesting of, change the price of, otherwise modify or amend or enter into any such option, warrant, equity security, call, right, or Contract. There are no outstanding or authorized stock appreciation, phantom stock, $0.001 par value per shareprofit participation or similar rights with respect to the Purchaser. There are no Contracts to which the Purchaser, of which 110,000 shares are designated as a class of preferred stock known as "Preferred Stock," of which 102,000 shares are designated as a series Merger Sub, or any Affiliate of the Preferred Stock known as "Preferred StockPurchaser or Merger Sub is a party or by which the Purchaser or Merger Sub or any Affiliate of the Purchaser or Merger Sub is bound with respect to the voting (including voting trusts or proxies), Series A" and 100,002 registration under the Securities Act or any foreign securities Law, or the sale or transfer (including Contracts imposing transfer restrictions) of any shares of Preferred Stock, Series A are currently Purchaser Equity or other equity interests of the Purchaser. (d) All of the issued and outstanding (the "ABT Preferred Stock"). SCHEDULE 4.3.1 sets forth the current stock holdings shares of ABTPurchaser Equity are duly authorized, including the name validly issued, fully paid, nonassessable and address not subject to or issued in violation of each shareholder and the number any purchase option, right of Shares per class owned by each such shareholder. SCHEDULE 4.3.1 also sets forth all of the Convertible Securitiesfirst refusal, including the names and address of each holderpreemptive right, the exercise price of such security, the current vesting of such security and the class of capital stock such security is exercisable forsubscription right or any similar right. All of the ABT Common Stock issued and the ABT Preferred Stock outstanding shares of Purchaser Equity have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of the terms of any Contract binding upon ABT, and were issued in compliance with all applicable Charter Documents Laws. (e) All outstanding shares of ABT and all applicable federal and state securities or "blue sky" laws and regulations. No equity securities of ABT, other than the ABT Common Stock and the ABT Preferred Stock, are issued or outstanding. There are, and have been, no preemptive rights with respect to the issuance of the ABT Common Stock and the ABT Preferred Stock. Except as set forth on SCHEDULE 4.3.1, there are: (a) no existing Contracts, subscriptions, options, warrants, calls, commitments or rights of any character to purchase or otherwise acquire from any one or more of the Securityholders or ABT at any time, or upon the happening of any stated event, any capital stock or other securities of ABT, whether or not presently issued or outstanding; (b) no outstanding securities of ABT that are convertible into or exchangeable for capital stock or other securities of ABT; and (c) no Contracts, subscriptions, options, warrants, calls, commitments or rights to purchase or otherwise acquire from ABT any such convertible or exchangeable securities. 4.3.2. Each Securityholder owns all equity interests of the ABT Common Stock, Subsidiaries of the ABT Preferred Stock and/or the Convertible Securities Purchaser are owned by such Securityholder the Purchaser, or a direct or indirect wholly owned Subsidiary of the Purchaser, are free and clear of any Liensall Encumbrances, other than Permitted Encumbrances, and have been duly authorized, validly issued, fully paid and nonassessable. 4.3.3. Except as set forth on SCHEDULE 4.3.3(f) There are no obligations, ABT has not issued and sold contingent or otherwise, of the Purchaser or Merger Sub to repurchase, redeem or otherwise acquire any Additional Shares shares of Purchaser Equity or membership interests (as such term applicable), or other equity securities of the Purchaser or Merger Sub. Neither the Purchaser nor Merger Sub is defined subject to any obligation or requirement to make any investment (in ABT's articles the form of incorporationa loan, capital contribution or otherwise) for a consideration per share less than the Conversion Price (as such term is defined in ABT's articles of incorporation)any other Person. 4.3.4. SCHEDULE 4.3.4 sets forth the accrued but unpaid dividends on the Preferred Stock, Series A of ABT for all periods up to an including the date hereof and the per diem rate that such dividends shall accrue after the date hereof.

Capitalization and Ownership. 4.3.1. ABT's (a) As of the date hereof, the authorized capital stock of the Purchaser consists solely of (i) 3,000,000 100,000,000 shares of common stock, $0.001 par value per sharePurchaser Common Stock, of which only 623,877 12,297,117 shares of Purchaser Common Stock are currently issued and outstanding, (ii) 500,000 shares of Series A Preferred, par value $0.0001, of which 251,136 shares of such Series A Preferred are issued and outstanding, (iii) 20,000 shares of Series B Preferred, par value $0.0001, of which 1,452 shares of such Series B Preferred are issued and outstanding and (iv) 15,000 shares of Series C Preferred, par value $0.0001, of which 7,630 shares of such Series C Preferred are issued and outstanding (collectively, the "ABT “Purchaser Equity”). As of the date hereof, the Purchaser has Convertible Debentures outstanding with an aggregate principal amount of $4,993,700, pursuant to which the principal and interest thereof are convertible into shares of Purchaser Common Stock"Stock at a current conversion price of $0.175 per share. The Purchaser has reserved a number of shares of Purchaser Common Stock in an amount sufficient to satisfy the exercises of the Purchaser Converted Options into which the Noncompensatory Options shall convert pursuant to Section 3.3. (b) Except as set forth on Section 5.4(b) of the Purchaser Disclosure Schedule, the Purchaser does not own, control or have any rights to acquire, directly or indirectly, any capital stock or other equity interests or debt instruments of any Person. (c) Except for the Convertible Debentures or as set forth on Section 5.4(c) of the Purchaser Disclosure Schedule and the Exok Securities, (i) there are no equity securities of any class of the Purchaser, or any security exchangeable into or exercisable for such equity securities, authorized, issued, reserved for issuance or outstanding, and (ii) 1,000,000 there are no options, warrants, equity securities, calls, rights or other Contracts to which the Purchaser is a party or by which the Purchaser is bound obligating the Purchaser to issue, exchange, transfer, deliver or sell, or cause to be issued, exchanged, transferred, delivered or sold, additional shares of preferred Purchaser Equity or other equity interests of the Purchaser or any security or rights convertible into or exchangeable or exercisable for any such membership interests or other equity interests, or obligating the Purchaser to grant, extend, accelerate the vesting of, change the price of, otherwise modify or amend or enter into any such option, warrant, equity security, call, right, or Contract. There are no outstanding or authorized stock appreciation, phantom stock, $0.001 par value per shareprofit participation or similar rights with respect to the Purchaser. There are no Contracts to which the Purchaser, of which 110,000 shares are designated as a class of preferred stock known as "Preferred Stock," of which 102,000 shares are designated as a series Merger Sub, or any Affiliate of the Preferred Stock known as "Preferred StockPurchaser or Merger Sub is a party or by which the Purchaser or Merger Sub or any Affiliate of the Purchaser or Merger Sub is bound with respect to the voting (including voting trusts or proxies), Series A" and 100,002 registration under the Securities Act or any foreign securities Law, or the sale or transfer (including Contracts imposing transfer restrictions) of any shares of Preferred Stock, Series A are currently Purchaser Equity or other equity interests of the Purchaser. (d) All of the issued and outstanding (the "ABT Preferred Stock"). SCHEDULE 4.3.1 sets forth the current stock holdings shares of ABTPurchaser Equity are duly authorized, including the name validly issued, fully paid, nonassessable and address not subject to or issued in violation of each shareholder and the number any purchase option, right of Shares per class owned by each such shareholder. SCHEDULE 4.3.1 also sets forth all of the Convertible Securitiesfirst refusal, including the names and address of each holderpreemptive right, the exercise price of such security, the current vesting of such security and the class of capital stock such security is exercisable forsubscription right or any similar right. All of the ABT Common Stock issued and the ABT Preferred Stock outstanding shares of Purchaser Equity have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of the terms of any Contract binding upon ABT, and were issued in compliance with all applicable Charter Documents Laws. (e) All outstanding shares of ABT and all applicable federal and state securities or "blue sky" laws and regulations. No equity securities of ABT, other than the ABT Common Stock and the ABT Preferred Stock, are issued or outstanding. There are, and have been, no preemptive rights with respect to the issuance of the ABT Common Stock and the ABT Preferred Stock. Except as set forth on SCHEDULE 4.3.1, there are: (a) no existing Contracts, subscriptions, options, warrants, calls, commitments or rights of any character to purchase or otherwise acquire from any one or more of the Securityholders or ABT at any time, or upon the happening of any stated event, any capital stock or other securities of ABT, whether or not presently issued or outstanding; (b) no outstanding securities of ABT that are convertible into or exchangeable for capital stock or other securities of ABT; and (c) no Contracts, subscriptions, options, warrants, calls, commitments or rights to purchase or otherwise acquire from ABT any such convertible or exchangeable securities. 4.3.2. Each Securityholder owns all equity interests of the ABT Common Stock, Subsidiaries of the ABT Preferred Stock and/or the Convertible Securities Purchaser are owned by such Securityholder the Purchaser, or a direct or indirect wholly owned Subsidiary of the Purchaser, are free and clear of any Liensall Encumbrances, other than Permitted Encumbrances, and have been duly authorized, validly issued, fully paid and nonassessable. 4.3.3. Except as set forth on SCHEDULE 4.3.3(f) There are no obligations, ABT has not issued and sold contingent or otherwise, of the Purchaser or Merger Sub to repurchase, redeem or otherwise acquire any Additional Shares shares of Purchaser Equity or membership interests (as such term applicable), or other equity securities of the Purchaser or Merger Sub. Neither the Purchaser nor Merger Sub is defined subject to any obligation or requirement to make any investment (in ABT's articles the form of incorporationa loan, capital contribution or otherwise) for a consideration per share less than the Conversion Price (as such term is defined in ABT's articles of incorporation)any other Person. 4.3.4. SCHEDULE 4.3.4 sets forth the accrued but unpaid dividends on the Preferred Stock, Series A of ABT for all periods up to an including the date hereof and the per diem rate that such dividends shall accrue after the date hereof.

Capitalization and Ownership. 4.3.1. ABT's (a) The Company’s authorized capital stock consists of (i) 3,000,000 25,000,000 shares of common stock, $0.001 par value $.001 per shareshare (the “Common Stock”); (ii) 3,000 shares of Series A redeemable convertible preferred stock, par value $.01 per share (“Series A Preferred Stock”); (iii) 2,100 shares of which only 623,877 Series B redeemable convertible preferred stock, par value $.01 per share (“Series B Preferred Stock”); and (iv) 520 shares of junior preferred stock, par value $.01 per share (“Junior Preferred Stock”). As of the date of this Agreement, there are currently 9,567,355 shares of the Company’s Common Stock issued and outstanding. On the Closing Date immediately prior to the Effective Time, there will be 8,745,958 shares of the Company’s Common Stock issued and outstanding (the "ABT Common Stock") and (ii) 1,000,000 821,397 shares of preferred stock, $0.001 par value per share, of which 110,000 the Class A Common Stock issued and outstanding. There are 3,000 shares are designated as a class of preferred stock known as "Preferred Stock," of which 102,000 shares are designated as a series of the Series A Preferred Stock known as "Preferred Stockpresently issued and outstanding, Series A" and 100,002 2,000 shares of the Series B Preferred Stock, Series A are currently Stock presently issued and outstanding (and no shares of the "ABT Junior Preferred Stock")Stock presently issued and outstanding. SCHEDULE 4.3.1 sets forth the current stock holdings of ABTThe Shares are, including the name and address of each shareholder and the number of Shares per class Class A Common Stock will be upon issuance and on the Closing Date, owned by each such shareholderthe Stockholders in the respective amounts and type set forth opposite their names in Exhibit A-1 and Exhibit A-2, free and clear of any Liens. SCHEDULE 4.3.1 also sets forth all of the Convertible SecuritiesThe Shares have been, including the names and address of each holder, the exercise price of such security, the current vesting of such security and the class of capital stock such security is exercisable for. All of the ABT Class A Common Stock and the ABT Preferred Stock shall have been on the date of issuance and on the Closing Date, duly authorized and validly issued. The Shares are, are and the Class A Common Stock shall be on the date of issuance and on the Closing Date, fully paid and nonassessable. The Shares were not, were and the Class A Common Stock will not be issued in violation of the terms of any Contract binding upon ABTthe Company. The Shares were, and were the Class A Common Stock will be issued in compliance with all applicable Charter Documents of ABT the Company and all applicable federal and state securities or "“blue sky" ” laws and regulations. No equity securities of ABTthe Company, other than the ABT Common Stock those indicated on Exhibit A-1 and the ABT Preferred StockExhibit A-2, are issued or outstanding. There are, and have been, no preemptive rights with respect to the issuance of the ABT Common Stock issued and outstanding shares of the ABT Preferred StockCompany’s capital stock. Except as set forth on SCHEDULE 4.3.1in Schedule 4.2, there are: (a) no existing Contracts, subscriptions, options, warrants, calls, commitments or rights of any character to purchase or otherwise acquire from any one Stockholder or more of the Securityholders or ABT Company at any time, or upon the happening of any stated event, any capital stock or other securities of ABTthe Company, whether or not presently issued or outstanding; (b) no outstanding securities of ABT the Company that are convertible into or exchangeable for capital stock or other securities of ABT; the Company and (c) no Contracts, subscriptions, options, warrants, calls, commitments or rights to purchase or otherwise acquire from ABT the Company any such convertible or exchangeable securities. Other than options held by any holder of Class A Common Stock, Schedule 4.2 sets forth, with respect to each outstanding Company Option and Warrant to acquire shares of Common Stock, (i) the identity of the Optionholder or Warrantholder, (ii) the per share exercise price of such Option or Warrant, (iii) the number of shares issuable upon exercise of such Option or Warrant, and (iv) the vesting schedule of such Option or Warrant. (b) The statutory capital of the Subsidiary is DM 50,000 in form of one participation by the Company (the “Subsidiary Shares”). The Company owns 100% of the Subsidiary Shares presently outstanding, free and clear of any Liens. All of the Subsidiary Shares have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of the terms of any Contract binding upon the Subsidiary, and were issued in compliance with all applicable Charter Documents of the Subsidiary and all applicable foreign securities laws and regulations. No equity securities of the Subsidiary, other than the Subsidiary Shares, are issued or outstanding. There are, and have been, no preemptive rights with respect to the issuance of the Subsidiary Shares. There are: (a) no existing Contracts, subscriptions, options, warrants, calls, commitments or rights of any character to purchase or otherwise acquire from the Subsidiary at any time, or upon the happening of any stated event, any capital stock or other securities of the Subsidiary, whether or not presently issued or outstanding; (b) no outstanding securities of the Subsidiary that are convertible into or exchangeable for capital stock or other securities of the Subsidiary and (c) no Contracts, subscriptions, options, warrants, calls, commitments or rights to purchase or otherwise acquire from the Subsidiary any such convertible or exchangeable securities. 4.3.2. Each Securityholder owns all of the ABT Common Stock, the ABT Preferred Stock and/or the Convertible Securities owned by such Securityholder free and clear of any Liens. 4.3.3. Except as set forth on SCHEDULE 4.3.3, ABT has not issued and sold any Additional Shares (as such term is defined in ABT's articles of incorporation) for a consideration per share less than the Conversion Price (as such term is defined in ABT's articles of incorporation). 4.3.4. SCHEDULE 4.3.4 sets forth the accrued but unpaid dividends on the Preferred Stock, Series A of ABT for all periods up to an including the date hereof and the per diem rate that such dividends shall accrue after the date hereof.