Common use of Capitalization; Governing Documents Clause in Contracts

Capitalization; Governing Documents. As of the date of this Agreement, the authorized capital stock of the Company consists of: 10,000,000,000 shares of Common Stock, of which 4,005,718,437 shares are issued and outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares and the Conversion Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles of Incorporation as in effect on the date hereof (“Articles of Incorporation”), the Company’s Bylaws, as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementJanuary 13, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 36,000,000 authorized shares of Common Stock, of which 4,005,718,437 and 1,616,022 shares are issued and outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are issued and were outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (as defined belowin this Agreement) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, ; (ii) other than provided herein, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act Act; and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s Bylaws, as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementJuly 15, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 35,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 18,843,858,479 shares are issued and outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are were issued and outstanding, 100,000 and total authorized and preferred shares of Series B Preferred Stock the Company are issued and outstanding and 100,000 shares of Series D Preferred Stock are issued and outstandingthe same as disclosed in the Company’s annual report filed with OTC Markets on April 21, 2022. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementJanuary 29, 2018, the authorized capital stock of the Company consists of: 10,000,000,000 250,000,000 authorized shares of Common Stock, of which 4,005,718,437 39,126,944 shares are were issued and outstanding; , and 10,000,000 20,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are none were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) except as set forth in Schedule 3(c), there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer Buyer, via access to the SEC’s on-line Xxxxx database, true and correct copies of the Company’s Articles of Incorporation as in effect on the date hereof (“Articles of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementDecember 31, 2015, the authorized capital stock of the Company consists of: 10,000,000,000 150,000,000 authorized shares of Common Stock, of which 4,005,718,437 73,181,737 shares are were issued and outstanding; , and 10,000,000 0 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are none were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares and the Conversion Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. , except as provided for in Schedule 3 (b) The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementSeptember 30, 2015, the authorized capital stock of the Company consists of: 10,000,000,000 50,000,000 authorized shares of Common Stock, of which 4,005,718,437 10,585,048 shares are were issued and outstanding; outstanding and 10,000,000 5,000,000 authorized shares of preferred stock, par value $0.01 per share, none of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares and the Conversion Shares are, or upon issuance (including the Issuance Shares) will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementApril 1, 2024, the authorized capital stock of the Company consists of: 10,000,000,000 500,000,000 authorized shares of Common Stock, of which 4,005,718,437 22,388,976 shares are were issued and outstanding; , and 10,000,000 authorized shares of preferred stock, of which 1,000 0 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, the Exercise Shares, and Commitment Shares and the Conversion Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, except as reflected in the SEC Documents or as set forth in Schedule 3(c) hereto, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act Act, except as reflected in the SEC Documents, and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Second Amended and Restated Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s Amended and Restated Bylaws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this Agreement, the authorized capital stock of the Company consists of: 10,000,000,000 shares of 500,000,000 authorized Common Stock, Shares (of which 4,005,718,437 4,178,642 shares are were issued and outstanding; ), 4,450,460 series A senior convertible preferred shares (of which 1,593,940 shares were issued and 10,000,000 outstanding), 583,334 series B senior convertible preferred shares (of preferred stockwhich 464,899 shares were issued and outstanding), and 1,000 allocation shares (of which 1,000 shares of Series A Preferred Stock are were issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are issued and outstanding). All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Exercise Shares, and Commitment Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares None of the share capital stock of the Company represented by such shares are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation Formation as in effect on the date hereof (“Articles Certificate of IncorporationFormation”), the Company’s Bylawsoperating agreement, as in effect on the date hereof (the “BylawsOperating Agreement”), and the terms of all securities convertible into or exercisable for Common Stock Shares of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementMay 31, 2016, the authorized capital stock of the Company consists of: 10,000,000,000 100,000,000 authorized shares of Common Stock, of which 4,005,718,437 13,040,471 shares are were issued and outstanding; , and 10,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 1,200,000 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares and the Conversion Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. , except as provided for in Schedule 3 (b) The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementApril 29, 2024, the authorized capital stock of the Company consists of: 10,000,000,000 500,000,000 authorized shares of Common Stock, of which 4,005,718,437 23,494,671 shares are were issued and outstanding; , and 10,000,000 authorized shares of preferred stock, of which 1,000 0 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, the Exercise Shares, and Commitment Shares and the Conversion Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, except as reflected in the SEC Documents or as set forth in Schedule 3(c) hereto, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act Act, except as reflected in the SEC Documents, and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Second Amended and Restated Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s Amended and Restated Bylaws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementSeptember 16, 2020, the authorized capital stock of the Company consists of: 10,000,000,000 360,000,000 authorized shares of Common Stock, of which 4,005,718,437 26,194,104 shares are were issued and outstanding; , and 10,000,000 50,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 10,000,000 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementSeptember 12, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 35,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 18,843,858,479 shares are issued and outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are were issued and outstanding, 100,000 and total authorized and preferred shares of Series B Preferred Stock the Company are issued and outstanding and 100,000 shares of Series D Preferred Stock are issued and outstandingthe same as disclosed in the Company’s annual report filed with OTC Markets on April 21, 2022. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementAugust 24, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 20,000,000 authorized shares of Common Stock, of which 4,005,718,437 and 1,463,470 shares are issued and outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are issued and were outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (as defined belowin this Agreement) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, ; (ii) other than provided herein, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act Act; and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s Bylaws, as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementJanuary 26, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 1,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 19,422,300 shares are were issued and outstanding; , and 10,000,000 20,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 0 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementNovember 7, 2018, the authorized capital stock of the Company consists of: 10,000,000,000 750,000,000 authorized shares of Common Stock, of which 4,005,718,437 43,271,555 shares are were issued and outstanding; , and 10,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 0 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementNovember __, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 500,000,000 authorized shares of Common Stock, of which 4,005,718,437 144,463,765 shares are were issued and outstanding; , and 10,000,000 50,000,000 authorized shares of preferred stock, of which 1,000 225,000 shares of Series A Preferred Stock are preferred stock, 425,442 shares of Series B preferred stock, 55,400 shares of Series C preferred stock were issued and outstanding, 100,000 and 100 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are F preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, the Exercise Shares, and Commitment Shares and the Conversion Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementJune 10, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 50,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 16,189,731,657 shares are were issued and outstanding; , and 10,000,000 20,000,000 authorized shares of preferred stock, of which 1,000 200 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementOctober 13, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 125,000,000 authorized shares of Common Stock, of which 4,005,718,437 81,964,441 shares are were issued and outstanding; , and 10,000,000 1,000,000 authorized shares of preferred stockstock (consisting of 1,000,000 shares of Series A Preferred Stock), of which 1,000 500,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementOctober 9, 2023, the authorized capital stock of the Company consists of: 10,000,000,000 490,000,000 authorized shares of Common Stock, of which 4,005,718,437 10,876,387 shares were issued and 10,164,307 shares are issued and outstanding; , and 10,000,000 authorized shares of preferred stock, of which 1,000 shares of which: (i) 9,000 Series A Convertible Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are were issued and outstanding and 100,000 shares of (ii) (i) 11,000 Series D B Convertible Preferred Stock are issued and outstandingStock. All of such outstanding shares of capital stock of the Company, the Conversion Shares, the Exercise Shares, and Commitment Shares and the Conversion Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementJuly 14, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 35,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 18,843,858,479 shares are issued and outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are were issued and outstanding, 100,000 and total authorized and preferred shares of Series B Preferred Stock the Company are issued and outstanding and 100,000 shares of Series D Preferred Stock are issued and outstandingthe same as disclosed in the Company’s annual report filed with OTC Markets on April 21, 2022. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementDecember 31, 2014, the authorized capital stock of the Company consists of: 10,000,000,000 800,000,000 authorized shares of Common Stock, of which 4,005,718,437 109,623,000 shares are were issued and outstanding; , and 10,000,000 authorized shares of preferred stock, none of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares and the Conversion Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementMay 9, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 1,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 37,361,606 shares are were issued and outstanding; and 10,000,000 , 20,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are 0 were issued and outstanding and 100,000 500,000 authorized shares of convertible Series D Preferred Stock are B preferred stock, of which 0 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Underlying Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents reports, schedules, forms, statements and other documents filed by the Company with the SEC (defined below) all of the Company foregoing filed prior to the date hereof are referred to as the “SEC Documents”), (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementJanuary 25, 2023, the authorized capital stock of the Company consists of: 10,000,000,000 250,000,000 authorized shares of Common Stock, of which 4,005,718,437 and 20,876,161 shares are issued and outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are issued and were outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-non- assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (as defined belowin this Agreement) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, ; (ii) other than provided herein, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act Act; and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s Bylaws, as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementSeptember 20, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 100,000,000 authorized shares of Common Stock, of which 4,005,718,437 3,241,146 shares are issued and outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are were issued and outstanding, 100,000 and 5,001,500 authorized shares of preferred stock (consisting of 4,930,000 shares of Series B AAA preferred stock, 1,500 shares of Series C preferred stock, and 70,000 shares of Series E preferred stock), of which 119,601 shares of Preferred Stock are were issued and outstanding and 100,000 (consisting of 56,413 shares of Series D Preferred Stock are issued AAA preferred stock, 1,500 shares of Series C preferred stock, and outstanding61,688 shares of Series E preferred stock). All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company or in Schedule 3(c) (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer Company’s SEC Documents contain true and correct copies of the Company’s Articles Certificate of Incorporation, Restated Certificate of Incorporation and amendments thereto as in effect on the date hereof (“Articles Certificate of Incorporation”), and the Company’s BylawsBy-laws, as amended as in effect on the date hereof (the “Bylaws”), and the terms By-laws”).Schedule 3(c) contains a list of all outstanding derivative securities convertible into or exercisable for Common Stock and a brief summary of the Company and the its material rights of the holders thereof in respect theretoterms.

Capitalization; Governing Documents. As of the date of this AgreementMarch 1, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 2,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 and 478,638,436 shares are issued and outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are issued and were outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (as defined belowin this Agreement) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, ; (ii) other than provided herein, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act Act; and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s Bylaws, as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementApril 15, 2021 the authorized capital stock of the Company consists of: 10,000,000,000 50,000,000 authorized shares of Common Stock, of which 4,005,718,437 13,800,236 shares are issued and outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (as defined belowin this Agreement) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s Bylaws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementFebruary 28, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 3,802,071,242 shares are were issued and outstanding; , and 10,000,000 50,000,001 authorized shares of preferred stock, stock (of which 1,000 20,000,000 authorized shares of Series A Preferred Convertible Stock are issued and outstandinghave been designated, 100,000 30,000,000 authorized shares of Series B Preferred Convertible Stock are have been designated, and 1 authorized share of Series AA Convertible Stock have been designated), of which 15,319,981 shares were issued and outstanding and 100,000 (consisting of 13,992,340 shares of Series D Preferred A Convertible Stock are issued have been designated, 1,327,640 shares of Series B Convertible Stock have been designated, and outstanding1 share of Series AA Convertible Stock). All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Commitment Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementFebruary 28, 2023, the authorized capital stock of the Company consists of: 10,000,000,000 200,000,000 authorized shares of Common Stock, of which 4,005,718,437 104,199,619 shares are were issued and outstanding; , and 10,000,000 1,005,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued preferred stock and outstanding, 100,000 2,300 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares, and Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished or made available (which may be through the SEC Documents) to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementApril 10, 2023, the authorized capital stock of the Company consists of: 10,000,000,000 50,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 756,612,000 shares are were issued and outstanding; , and 10,000,000 20,000,000 authorized shares of preferred stock, of which 1,000 200 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementJune 24, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 1,500,000,000 authorized shares of Common Stock, of which 4,005,718,437 approximately 225,010,000 shares are were issued and outstanding; , and 10,000,000 150,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 0 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Exercise Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer filed in or included in its SEC Documents true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementJuly 12, 20241, the authorized capital stock of the Company consists of: 10,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 3,729,053,805 shares are were issued and outstanding; , and 20,000,000 authorized shares of preferred stock (consisting of 10,000,000 shares of Series A preferred stock and 10,000,000 shares of Series B preferred stock), of which 1,000 shares of 4,000,000 Series A Preferred Stock are issued preferred shares and outstanding, 100,000 zero shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementNovember 3, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 750,000,000 authorized shares of Common Stock, of which 4,005,718,437 198,949,009 shares are were issued and outstanding; , and 10,000,000 50,000,000 authorized shares of preferred stock, of which 1,000 0 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementJune 29, 2023, the authorized capital stock of the Company consists of: 10,000,000,000 200,000,000 authorized shares of Common Stock, of which 4,005,718,437 121,618,271 shares are were issued and outstanding; , and 10,000,000 1,005,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued preferred stock and outstanding, 100,000 2,300 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Shares, Conversion Shares, and the Conversion Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementMarch 10, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 36,000,000 authorized shares of Common Stock, of which 4,005,718,437 approximately 1,338,110 shares are were issued and outstanding; , and 10,000,000 1,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 0 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementOctober 19, 2023, the authorized capital stock of the Company consists of: 10,000,000,000 200,000,000 authorized shares of Common Stock, of which 4,005,718,437 28,926,126 shares are were issued and outstanding; , and 10,000,000 50,000,000 authorized shares of preferred stock, of which 1,000 0 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, the Exercise Shares, and Commitment Shares and the Conversion Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementDecember 28, 2018, the authorized capital stock of the Company consists of: 10,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 31,210,708 shares are were issued and outstanding; , and 10,000,000 100,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 15,319,980 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementMarch 15, 2024, the authorized capital stock of the Company consists of: 10,000,000,000 80,000,000 authorized shares of Common Stock, of which 4,005,718,437 27,058,607 shares are were issued and outstanding; , and 10,000,000 authorized shares of preferred stock, of which 1,000 4,311,048 shares of Series F preferred stock and 328,925 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementMarch 21, 2024, the authorized capital stock of the Company consists of: 10,000,000,000 500,000,000 authorized shares of Common Stock, of which 4,005,718,437 21,888,976 shares are were issued and outstanding; , and 10,000,000 authorized shares of preferred stock, of which 1,000 0 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, the Exercise Shares, and Commitment Shares and the Conversion Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, except as reflected in the SEC Documents or as set forth in Schedule 3(c) hereto, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act Act, except as reflected in the SEC Documents, and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Second Amended and Restated Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s Amended and Restated Bylaws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementFebruary 3, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 500,000,000 authorized shares of Common Stock, of which 4,005,718,437 and 189,359,001 shares are issued and outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are issued and were outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (as defined belowin this Agreement) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, ; (ii) other than provided herein, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act Act; and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s Bylaws, as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementJuly 31, 2017, the authorized capital stock of the Company consists of: 10,000,000,000 of 475,000,000 authorized shares of Common Stock, of which 4,005,718,437 37,261,049 shares are were issued and outstanding; , and 10,000,000 25,000,000 authorized shares of preferred stock, of which 1,000 with 110,000 shares of Series A Convertible Preferred Stock are issued and outstanding, 100,000 10,000,000 shares of Series B Convertible Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementOctober 10, 2023, the authorized capital stock of the Company consists of: 10,000,000,000 5,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 3,711,714,036 shares are were issued and outstanding; , and 10,000,000 authorized shares of preferred stock, stock (of which 1,000 51 shares of Series A Preferred Stock are preferred stock were issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are issued and outstanding). All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementSeptember 25, 2023, the authorized capital stock of the Company consists of: 10,000,000,000 shares of unlimited authorized Common StockShares, of which 4,005,718,437 1,594,492 shares are were issued and outstanding; , and 10,000,000 unlimited authorized shares of preferred stock, of which 1,000 zero shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Warrant Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles of Incorporation as in effect on the date hereof (“Articles of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock Shares of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementAugust 7, 2020, the authorized capital stock of the Company consists of: 10,000,000,000 20,000,000 authorized shares of Common Stock, of which 4,005,718,437 8,537,195 shares are were issued and outstanding; , and 10,000,000 1,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 0 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementSeptember 18, 2023, the authorized capital stock of the Company consists of: 10,000,000,000 499,000,000 authorized shares of Common Stock, of which 4,005,718,437 159,097,050 shares are were issued and outstanding; , and 10,000,000 1,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 0 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementFebruary 21, 2023, the authorized capital stock of the Company consists of: 10,000,000,000 20,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 approximately 12,475,800,701 shares are were issued and outstanding; , and 10,000,000 authorized shares of preferred stock, stock (consisting of which 1,000 7,000,000 shares of Series A Preferred Stock are issued and outstandingpreferred stock, 100,000 2,999,999 shares of Series B Preferred Stock are preferred stock, 1 share of Series C preferred stock), of which 2,541,501 shares were issued and outstanding and 100,000 (consisting of 2,541,500 shares of Series D Preferred Stock are issued B preferred stock and outstanding1 share of Series C preferred stock). All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementJune 29, 2023, the authorized capital stock of the Company consists of: 10,000,000,000 200,000,000 authorized shares of Common Stock, of which 4,005,718,437 22,744,757 shares are were issued and outstanding; , 10,000,000 authorized shares of Class B common stock, of which 1,068,512 shares were issued and 10,000,000 outstanding, 15,000,0000 authorized shares of Class C common stock, of which 1,528,460 shares were issued and outstanding, and 5,000,000 authorized shares of preferred stock, of which 1,000 0 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, the Exercise Shares, and Commitment Shares and the Conversion Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementApril 22, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 3,800,000,000 authorized shares of Common Stock, of which 4,005,718,437 1,427,565,404 shares are were issued and outstanding; , and 10,000,000 337,500 authorized shares of preferred stock, of which 1,000 (i) 150,000 shares of Series A Preferred Stock are preferred stock was issued and outstanding; and, 100,000 (ii) 22,200 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are preferred stock was issued and outstanding). All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Exercise Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementOctober 29, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 750,000,000 authorized shares of Common Stock, of which 4,005,718,437 198,949,009 shares are were issued and outstanding; , and 10,000,000 50,000,000 authorized shares of preferred stock, of which 1,000 0 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementJanuary 12, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 1,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 19,004,233 shares are were issued and outstanding; , and 10,000,000 20,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 0 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementSeptember 19, 2019, the authorized capital stock of the Company consists of: 10,000,000,000 100,000,000 authorized shares of Common Stock, of which 4,005,718,437 19,484,373 shares are were issued and outstanding; , and 10,000,000 20,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 1,311,148 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementJanuary ___, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 1,200,000,000 authorized shares of Common Stock, of which 4,005,718,437 539,310,756 shares are were issued and outstanding; , and 10,000,000 55,000,000 authorized shares of preferred stock, stock (consisting of which 1,000 5,000,000 authorized shares of Series B preferred stock and 50,000,000 authorized shares of Series A Preferred Stock are preferred stock), of which 610,000 shares were issued and outstanding, 100,000 outstanding (consisting of 610,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are issued and outstandingpreferred stock). All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementJuly 17, 2020, the authorized capital stock of the Company consists of: 10,000,000,000 100,000,000 authorized shares of Common Stock, of which 4,005,718,437 25,456,398 shares are issued and outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementAugust 19, 2019, the authorized capital stock of the Company consists of: 10,000,000,000 65,000,000 authorized shares of Common Stock, of which 4,005,718,437 3,872,077 shares are were issued and outstanding; , and 10,000,000 37,500 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 11 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementMay 12, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 750,000,000 authorized shares of Common Stock, of which 4,005,718,437 303,530,828 shares are were issued and outstanding; , and 10,000,000 50,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 0 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementNovember 3, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 60,000,000 authorized shares of Common Stock, of which 4,005,718,437 31,580,883 shares are were issued and outstanding; , and 10,000,000 1,000,000 authorized shares of preferred stock, of which 1,000 0 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company or as set forth in Schedule 3(c) , if attached hereto (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementMay 10, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 2,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 89,496,596 shares are issued and outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are were issued and outstanding, 100,000 and 5,000,000 authorized shares of preferred stock (of which 1,250,000 have been designated as 9% cumulative convertible preferred stock, 37,500 as Series B convertible preferred stock, 205,000 as Series A junior participating preferred stock, 1,700 as Series G convertible preferred stock), and 3,000 shares of Series H, Voting, Non-participating, Convertible Preferred Stock, of which 37,500 (consisting of 37,500 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are convertible preferred stock) were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Shares Warrant Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company and other than contracts with consultants Jxxxx Xxxx, Jxxxxxx Xxxxxx, Roc Cxxxx, and Mxxxxxx Xxx, each of which contracts includes payment in stock or other equity-linked securities, vesting over time (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Material Subsidiaries, or arrangements by which the Company or any of its Material Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Material Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Material Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementSeptember 4, 2019, the authorized capital stock of the Company consists of: 10,000,000,000 200,000,000 authorized shares of Common Stock, of which 4,005,718,437 13,447,113 shares are were issued and outstanding; , and 10,000,000 5,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 0 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementJuly 31, 2024, the authorized capital stock of the Company consists of: 10,000,000,000 250,000,000 authorized shares of Common Stock, of which 4,005,718,437 [ ] shares are were issued and outstanding; , and 10,000,000 40,000,000 authorized shares of preferred stock, of which 1,000 [ ] shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, and Commitment Shares and the Conversion Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this Agreement, the authorized capital stock of the Company consists of: 10,000,000,000 (1) 2,071,000,000 shares of Common Stock, of which 4,005,718,437 31,870,931 shares are issued and outstanding; and (2) 10,000,000 shares of preferred stock, 1,000,000 shares of which 1,000 shares of have been designated Series A Preferred Stock and 13,846 shares of which are issued and outstanding, 100,000 ; 10,000 shares of which have been designated Series B Preferred Stock and three (3) shares of which are issued and outstanding; 1,000 shares of which have been designated Series C Preferred Stock and thirteen (13) shares of which are issued and outstanding; and 100,000 shares of which have been designated Series D Preferred Stock and, as of the Closing, 15,000 shares of which will be issued and outstanding and 100,000 shares of Series D Preferred Stock are issued and outstandingheld by the Buyer. All of such outstanding shares of capital stock of the Company, the Commitment Shares Series D Preferred Stock and the Conversion Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) of the Company (i1) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii2) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii3) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles of Incorporation as in effect on the date hereof (“Articles of Incorporation”), the Company’s Bylaws, as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementMay 16, 2024, the authorized capital stock of the Company consists of: 10,000,000,000 150,000,000 authorized shares of Common Stock, of which 4,005,718,437 15,381,653 shares are were issued and outstanding; , and 10,000,000 15,000,000 authorized shares of preferred stock, of which 1,000 0 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, the Exercise Shares, and the Conversion Commitment Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company or as listed on Schedule 3(c): (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s Bylaws, as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementSeptember 7, 2018, the authorized capital stock of the Company consists of: 10,000,000,000 200,000,000 authorized shares of Common Stock, of which 4,005,718,437 3,272,083 shares are were issued and outstanding; , and 10,000,000 authorized shares of preferred stock, of which 1,000 51 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Shares, and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementOctober 2, 2020, the authorized capital stock of the Company consists of: 10,000,000,000 120,000,000 authorized shares of Common Stock, of which 4,005,718,437 38,905,790 shares are were issued and outstanding; , and 10,000,000 authorized shares of preferred stock, of which 1,000 33,313,718 shares of Series A Preferred Stock are were issued and outstanding, 100,000 and 10,000,000 authorized shares of Series B Preferred Stock are issued and outstanding and 100,000 shares preferred stock, of Series D Preferred Stock are which 0 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementOctober 18, 2023, the authorized capital stock of the Company consists of: 10,000,000,000 200,000,000 authorized shares of Common Stock, of which 4,005,718,437 28,926,126 shares are were issued and outstanding; , and 10,000,000 50,000,000 authorized shares of preferred stock, of which 1,000 0 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, the Exercise Shares, and Commitment Shares and the Conversion Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementJanuary 3, 2020, the authorized capital stock of the Company consists of: 10,000,000,000 1,500,000,000 authorized shares of Common Stock, of which 4,005,718,437 726,320,658 shares are were issued and outstanding; , and 10,000,000 5,000,000 authorized shares of preferred stock, of which 1,000 shares of 20 Series A Preferred Stock are issued and outstanding, 100,000 shares of 0 Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementMay 5, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 100,000,000 authorized shares of Common Stock, of which 4,005,718,437 28,428,215 shares are were issued and outstanding; , and 10,000,000 5,000,000 authorized shares of preferred stock, of which 1,000 0 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, Commitment Shares Shares, and the Conversion Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this Agreement, the Company’s authorized capital stock consists of the Company consists of: 10,000,000,000 250,000,000 shares of Common Stock, of which 4,005,718,437 shares are issued Stock and outstanding; and 10,000,000 50,000,000 shares of “blank check” preferred stock. As of the date of this Agreement, there are 15,134,647 shares of which 1,000 common stock and 2,000 shares of Series A Super Voting X Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, the Warrant Shares, and Commitment Shares and the Conversion Shares are, or upon issuance issuance, will be, be duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (as defined below) of the Company or as listed on Schedule 3(c): (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer or filed as exhibits to the Company’s SEC Documents true and correct copies of the Company’s Articles of Incorporation Incorporation, as amended, as in effect on the date hereof (“Articles of Incorporation”), the Company’s BylawsBy-laws, as amended, as in effect on the date hereof (the “BylawsBy-laws” and together with the Articles of Incorporation, the “Charter Documents”), and the SEC Documents contain the material terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementNovember 23, 2020, the authorized capital stock of the Company consists of: 10,000,000,000 20,000,000 authorized shares of Common Stock, of which 4,005,718,437 approximately 1,190,985 shares are were issued and outstanding; , and 10,000,000 1,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 0 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementMarch 29, 2024, the authorized capital stock of the Company consists of: 10,000,000,000 20,000,000 authorized shares of Common Stock, of which 4,005,718,437 3,622,452 shares are were issued and outstanding; , and 10,000,000 50,000,000 authorized shares of preferred stock, of which 1,000 0 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementFebruary 22, 2024, the authorized capital stock of the Company consists of: 10,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 52,144,948 shares are were issued and outstanding; , and 10,000,000 1,500,005 authorized shares of preferred stock, stock (consisting of which 1,000 500,000 shares of Series A Preferred Stock are issued preferred stock and outstanding, 100,000 5 shares of Series B Preferred Stock are issued and outstanding and 100,000 preferred stock), of which -0- shares of Series D Preferred Stock are issued A preferred stock and 1 share of Series B preferred stock were outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares and the Conversion Shares areShares, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementMarch 26, 2024, the authorized capital stock of the Company consists of: 10,000,000,000 500,000,000 authorized shares of Common Stock, of which 4,005,718,437 22,138,976 shares are were issued and outstanding; , and 10,000,000 authorized shares of preferred stock, of which 1,000 0 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, the Exercise Shares, and Commitment Shares and the Conversion Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, except as reflected in the SEC Documents or as set forth in Schedule 3(c) hereto, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act Act, except as reflected in the SEC Documents, and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Second Amended and Restated Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s Amended and Restated Bylaws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementJune 7, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 1,750,000,000 authorized shares of Common Stock, of which 4,005,718,437 346,118,883 shares are were issued and outstanding; , and 10,000,000 50,000,000 authorized shares of preferred stock, of which 1,000 10,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 324,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementAugust 31, 2020, the authorized capital stock of the Company consists of: 10,000,000,000 120,000,000 authorized shares of Common Stock, of which 4,005,718,437 33,313,718 shares are were issued and outstanding; , and 10,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 0 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementFebruary 26, 2024, the authorized capital stock of the Company consists of: 10,000,000,000 100,000,000 authorized shares of Common Stock, of which 4,005,718,437 10,068,589 shares are were issued and outstanding; , and 10,000,000 40,000,000 authorized shares of preferred stock, of which 1,000 4,376,709 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, and Commitment Shares and the Conversion Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this Agreement, the Company’s authorized capital stock consists of the Company consists of: 10,000,000,000 250,000,000 shares of Common Stock, of which 4,005,718,437 shares are issued Stock and outstanding; and 10,000,000 50,000,000 shares of “blank check” preferred stock. As of the date of this Agreement, there are 18,762,813 shares of which 1,000 common stock and 2,000 shares of Series A Super Voting X Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Securities are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (as defined below) of the Company or as listed on Schedule 3(c) hereto (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer or filed as exhibits to the Company’s SEC Documents true and correct copies of the Company’s Articles of Incorporation as in effect on the date hereof (“Articles of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the SEC Documents contain the material terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementMay 27, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 60,000,000 authorized shares of Common Stock, of which 4,005,718,437 33,561,127 shares are were issued and outstanding; , and 10,000,000 1,000,000 authorized shares of preferred stock, of which 1,000 0 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company or as set forth in Schedule 3(c) , if attached hereto (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementApril 5, 2024, the authorized capital stock of the Company consists of: 10,000,000,000 50,000,000 authorized shares of Common Stock, of which 4,005,718,437 2,618,031 shares are were issued and outstanding; , and 10,000,000 100,000,000 authorized shares of preferred stock, of which 1,000 100,000 shares of Series A Preferred Stock are issued stock and outstanding, 100,000 1,200,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, the Exercise Shares, and Commitment Shares and the Conversion Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act Act, and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementMarch 31, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 1,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 19,422,300 shares are were issued and outstanding; , and 10,000,000 20,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 0 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementAugust 14, 2020, the authorized capital stock of the Company consists of: 10,000,000,000 500,000,000 authorized shares of Common Stock, of which 4,005,718,437 87,170,400 shares are were issued and outstanding; , and 10,000,000 100,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 0 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this Agreement_____, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 ______ authorized shares of Common Stock, of which 4,005,718,437 _____ shares are were issued and outstanding; , and 10,000,000 _____ authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are ______ were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (as defined belowin this Agreement) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, Subsidiaries and (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities1000 Xxx. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementOctober 1, 2020, the authorized capital stock of the Company consists of: 10,000,000,000 2,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 777,033,772 shares are issued and outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (as defined belowin this Agreement) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s Bylaws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementApril 26, 2023, the authorized capital stock of the Company consists of: 10,000,000,000 of 499,000,000 authorized shares of Common Stock, of which 4,005,718,437 approximately 144,257,518 shares are were issued and outstanding; , and 10,000,000 1,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are 0 were issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares and the Conversion Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementNovember 16, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 35,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 18,977,886,254 shares are issued and outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are were issued and outstanding, 100,000 and total authorized and preferred shares of Series B Preferred Stock the Company are issued and outstanding and 100,000 shares of Series D Preferred Stock are issued and outstandingthe same as disclosed in the Company’s annual report filed with OTC Markets on April 21, 2022. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementApril 11, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 1,750,000,000 authorized shares of Common Stock, of which 4,005,718,437 346,118,883 shares are were issued and outstanding; , and 10,000,000 50,000,000 authorized shares of preferred stock, of which 1,000 10,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 324,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementMarch 8, 2023, the authorized capital stock of the Company consists of: 10,000,000,000 2,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 37,178,624 shares are were issued and outstanding; , and 10,000,000 20,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 0 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementJanuary 8, 2024, the authorized capital stock of the Company consists of: 10,000,000,000 200,000,000 authorized shares of Common Stock, of which 4,005,718,437 29,269,049 shares are were issued and outstanding; , and 10,000,000 50,000,000 authorized shares of preferred stock, of which 1,000 0 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, the Exercise Shares, and Commitment Shares and the Conversion Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementAugust 30, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 2,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 966,675,946 shares are were issued and outstanding; , and 10,000,000 20,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 0 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementApril 25, 2023, the authorized capital stock of the Company consists of: 10,000,000,000 10,500,000,000 authorized shares of Common Stock, of which 4,005,718,437 2,139,440,557 shares are were issued and outstanding; , and 10,000,000 5,700,250 authorized shares of preferred stock, of which 488,000 shares of Series A preferred stock, 1,000 shares of Series A Preferred Stock are issued C preferred stock, and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 500,000 shares of Series D Preferred Stock are preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Conversion Shares and the Conversion Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders stockholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementMarch 4, 2019, the authorized capital stock of the Company consists of: 10,000,000,000 100,000,000 authorized shares of Common Stock, of which 4,005,718,437 14,620,627 shares are were issued and outstanding; , and 10,000,000 25,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are none were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementDecember 13, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 500,000,000 authorized shares of Common Stock, of which 4,005,718,437 75,594,154 shares are were issued and outstanding; , and 10,000,000 100,000,000 authorized shares of preferred stock, of which 1,000 0 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementApril 17, 2023, the authorized capital stock of the Company consists of: 10,000,000,000 200,000,000 authorized shares of Common Stock, of which 4,005,718,437 112,550,840 shares are were issued and outstanding; , and 10,000,000 1,005,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued preferred stock and outstanding, 100,000 2,300 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares, and Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished or made available (which may be through the SEC Documents) to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this Agreement, the authorized capital stock of the Company consists of: 10,000,000,000 75,000,000 authorized shares of Common Stock, of which 4,005,718,437 4,849,420 shares are issued and outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares and the Conversion Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) of the Company (i) except for the 2,402,420 shares reserved for issuance upon conversion of the Secured Convertible Promissory Notes, issued by the Company in the total principal amount of Six Hundred Seventeen Thousand Five Hundred Seventy Seven and 88/100 Dollars ($617,577.88) (“Convertible Notes”), there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its SubsidiariesCompany, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its SubsidiariesCompany, (ii) except for the Convertible Notes, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holdersBuyer) that will be triggered by the issuance of any of the SecuritiesNote or the Conversion Shares. The Company has furnished made available to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders Buyer thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementJune 18, 2019, the authorized capital stock of the Company consists of: 10,000,000,000 100,000,000 authorized shares of Common Stock, of which 4,005,718,437 34,300,089 shares are were issued and outstanding; , and 10,000,000 0 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 0 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) SEC filings of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementSeptember 16, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 2,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 966,675,946 shares are were issued and outstanding; , and 10,000,000 20,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 0 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementMarch 12, 2024, the authorized capital stock of the Company consists of: 10,000,000,000 200,000,000 authorized shares of Common Stock, of which 4,005,718,437 127,907,407 shares are were issued and outstanding; , and 10,000,000 1,005,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstandingpreferred stock, 100,000 1,950 shares of Series B Preferred Stock are issued preferred stock, 13,333 shares of Series C convertible preferred stock, and outstanding and 100,000 1,667 shares of Series D Preferred Stock are preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished or made available (which may be through the SEC Documents) to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementJanuary 12, 2023, the authorized capital stock of the Company consists of: 10,000,000,000 80,000,000 authorized shares of Common Stock, of which 4,005,718,437 19,070,190 shares are were issued and outstanding; , and 10,000,000 15,000,000 authorized shares of preferred stock, of which 1,000 4,797,052 shares of Series F preferred stock and 328,925 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, Exercise Shares, and Commitment Shares and the Conversion Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementMay 26, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 1,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 19,422,300 shares are were issued and outstanding; , and 10,000,000 20,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are 0 were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents reports, schedules, forms, statements and other documents filed by the Company with the SEC (defined below) all of the Company foregoing filed prior to the date hereof are referred to as the “SEC Documents”), (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementJuly 28, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 2,500,000,000 authorized shares of Common Stock, of which 4,005,718,437 1,709,122,945 shares are were issued and outstanding; , and 10,000,000 5,700,250 authorized shares of preferred stock, of which 1,000 488,000 shares of Series A Preferred Stock are issued preferred stock and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 500,000 shares of Series D Preferred Stock are preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Conversion Shares and the Conversion Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders stockholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementJanuary 20, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 700,000,000 authorized shares of Common Stock, of which 4,005,718,437 291,644,231 shares are issued and outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are were issued and outstanding, 100,000 and 25,000,000 authorized shares of Series preferred stock (consisting of 25,000,000 authorized shares of Class B Preferred Stock are preferred stock), of which 10,000,000 shares were issued and outstanding and 100,000 (consisting of 10,000,000 shares of Series D Preferred Stock are issued and outstandingClass B preferred stock). All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s BylawsBy-laws, as in effect on the date hereof (the “BylawsBy-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementApril 12, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 500,000,000 authorized shares of Common Stock, of which 4,005,718,437 370,947,042 shares are were issued and outstanding; , and 10,000,000 200,000,000 authorized shares of preferred stock, of which 1,000 700,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Conversion Shares, and the Conversion Commitment Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles 's Certificate of Incorporation as in effect on the date hereof (“Articles "Certificate of Incorporation”"), the Company’s Bylaws's By-laws, as in effect on the date hereof (the “Bylaws”"By-laws"), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementSeptember 8, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 36,000,000 authorized shares of Common Stock, of which 4,005,718,437 and 3,158,161 shares are issued and outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are issued and were outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares Company and the Conversion Shares Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure SEC Documents (as defined belowin this Agreement) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, ; (ii) other than provided herein, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act Act; and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles Certificate of Incorporation as in effect on the date hereof (“Articles Certificate of Incorporation”), the Company’s Bylaws, as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.