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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 AgreementApril 12, 2023, the authorized capital stock of the Company consists of: 10,000,000,000 30,000,000 authorized shares of Common Stock, of which 4,005,718,437 14,788,857 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 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 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 AgreementDecember 14, 2016, 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 15,113,983 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, 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 250,000 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 (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 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 AgreementMarch 7, 2024, 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 10,999,534 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 AgreementApril 28, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 3,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 528,142,691 shares are were issued and outstanding; , and 10,000,000 authorized shares of preferred stockstock (of which 8,000,000 have been designated as Series A Preferred Stock and 1,000,000 have been designated as Series B Preferred Stock), of which 1,000 6,229,250 shares were issued and outstanding (consisting of 6,000,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 229,250 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are issued and outstandingStock). 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-assessablenonassessable. 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 3, 2024, the authorized capital stock of the Company consists of: 10,000,000,000 230,000,000 authorized shares of Common Stock, of which 4,005,718,437 1,781,484 shares are were issued and outstanding; , and 10,000,000 0 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 SEC Documents contain 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 17, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 3,050,598,132 shares are were issued and outstanding; , and 10,000,000 100,000,000 authorized shares of preferred stock, of which 1,000 13,992,340 shares of Series A Preferred Stock are issued and outstandingA, 100,000 1,327,640 shares of Series B Preferred Stock are issued B, and outstanding and 100,000 shares 1 share of Series D Preferred Stock are AA 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 30, 2015, 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 17,890,277 shares are were issued and outstanding; 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 AgreementJune 20, 2023, the authorized capital stock of the Company consists of: 10,000,000,000 499,000,000 authorized shares of Common Stock, of which 4,005,718,437 145,607,518 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 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, Commitment Shares, 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 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 AgreementNovember 23, 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 58,733,948 shares are were issued and outstanding; , and 10,000,000 10,000,001 authorized shares of preferred stock, stock (consisting of which 1,000 10,000,000 shares of Series A Preferred Stock are preferred stock and 1 share of Series B preferred stock), of which 5,000,001 shares were issued and outstanding, 100,000 outstanding (consisting of 5,000,000 shares of Series B Preferred Stock are issued A preferred stock and outstanding and 100,000 shares 1 share of Series D Preferred Stock are issued and outstandingB 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 AgreementMay 28, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 400,000,000 authorized shares of Common Stock, of which 4,005,718,437 and 78,147,190 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 AgreementDecember 10, 2018, the authorized capital stock of the Company consists of: 10,000,000,000 465,000,000 authorized shares of Common Stock, of which 4,005,718,437 53,970,000 shares are were issued and outstanding; , and 10,000,000 35,000,000 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 AgreementMay 17, 2024, the authorized capital stock of the Company consists of: 10,000,000,000 (i) 100,000,000 authorized shares of Common Stock, of which 4,005,718,437 and 40,682,568 shares are issued and were outstanding; and 10,000,000 shares of preferred stock, of which 1,000 (ii) 10,000 authorized shares of Series A Preferred Stock are issued and outstandingStock, 100,000 of which -0- 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 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 Buyers 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 AgreementMarch 31, 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, Mxxxxxx Xxx and Jxxxxxxx Rome, 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 AgreementOctober 5, 2023, the authorized capital stock of the Company consists of: 10,000,000,000 200,000,000 authorized shares of Common Stock, of which 4,005,718,437 126,921,301 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 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 AgreementMay 11, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 300,000,000 authorized shares of Common Stock, of which 4,005,718,437 183,913,583 shares are were issued and outstanding; , and 10,000,000 25,000,000 authorized shares of preferred stock, of which 1,000 139,610 shares of Series A Preferred Stock are issued and outstanding, 100,000 C preferred 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 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 AgreementMay 9, 2023, 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 70,946,709 shares are were issued and outstanding; , and 10,000,000 50,000,000 authorized shares of preferred stock, stock (of which 1,000 40,000,000 authorized shares of Series A Preferred Stock are issued and outstandinghave been designated), 100,000 of which 40,000,000 shares of Series B A 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 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 theretothereto are contained in the SEC Documents.

Capitalization; Governing Documents. As of the date of this AgreementJuly 27, 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 4,005,718,437 762,880 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) 27,225 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 AgreementMay 23, 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 10,216,307 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 AgreementMarch 8, 2018, 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 8,392,583 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 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) 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 20, 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 54,738,058 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 AgreementMarch 25, 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 13,070,236 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 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 AgreementJune 5, 2024, 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 11,104,534 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 AgreementMay 18, 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 37,421,606 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 The capitalization of the Company as of the date of this Agreement, the authorized capital stock of the Company consists ofAgreement is as set forth as follows: 10,000,000,000 (i) 34,684,588 shares of Common Stock, of which 4,005,718,437 shares are issued and Stock 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 (ii) 125,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 outstanding; (iii) ; (iv) 378,776 shares of Series D Preferred Stock are issued outstanding; (v) ; (vi) outstanding options to purchase 4,557,500 shares of Common Stock; (vii) outstanding warrants to purchase 6,187,677 shares of Common Stock; and outstanding(viii) . 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, and (ii) there are no agreements or arrangements under which other than the Series B Preferred Stock, the issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Buyer) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under 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 Securitiessuch 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 AgreementOctober 19, 2016, 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 14,868,129 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, 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 250,000 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 (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 AgreementFebruary 9, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 500,000,000 authorized shares of Common Stock, of which 4,005,718,437 189,784,001 shares are were issued and outstanding; , and 10,000,000 18,000,000 authorized shares of preferred stock, stock (consisting of which 1,000 10,000,000 shares of Series A Preferred Stock are issued preferred stock and outstanding, 100,000 8,000,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 preferred stock), of which 5,625,884 (consisting of 0 shares of Series D Preferred Stock are A preferred stock and 5,625,884 shares of Series B 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 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 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 AgreementFebruary 3, 2023, the authorized capital stock of the Company consists of: 10,000,000,000 60,000,000 authorized shares of Common Stock, of which 4,005,718,437 470,093 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 AgreementOctober 31, 2022, 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 AgreementOctober 27, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 300,000,000 authorized shares of Common Stock, of which 4,005,718,437 31,811,523 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 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 15, 2017, 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 67,266,567 shares are were issued and outstanding; , and 10,000,000 nil 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) 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, 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 18,898,648 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 Conversion Shares, 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 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 AgreementMay 23, 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 25,240,024 shares are were issued and outstanding; , and 10,000,000 10,000,001 authorized shares of preferred stock, stock (consisting of which 1,000 10,000,000 shares of Series A Preferred Stock are preferred stock and 1 share of Series B preferred stock), of which 5,000,001 shares were issued and outstanding, 100,000 outstanding (consisting of 5,000,000 shares of Series B Preferred Stock are issued A preferred stock and outstanding and 100,000 shares 1 share of Series D Preferred Stock are issued and outstandingB 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 AgreementMarch 31, 2016, 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 22,670,217 shares are were issued and outstanding; outstanding and 10,000,000 authorized shares of preferred stock, par value $0.001 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 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 March 31, 2016, and exclusive of options outstanding to purchase 5,416,034 shares of common stock of the effective date Company pursuant to the Company’s 2014 Equity Incentive Plan, and warrants outstanding to purchase 11,841,231 shares of this Agreementcommon stock of the Company, 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 Act, other than piggy-back registration rights issued to third parties in conjunction with prior financings, 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 SecuritiesSecurities provided that an event of default does not occur as described in Section 3 of the Note. 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. In addition, there is no agreement or arrangement that has the effect of obligating the Company or any of its Subsidiaries, as a result of the transactions contemplated by this Agreement, the Note, the Warrant, the Intercreditor Agreement or the Transfer Agent Instructions to establish rights or otherwise benefit any person in a manner equal to, or more favorable than, the terms hereof or thereof.

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 AgreementDecember 11, 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 29,145,537 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 AgreementMarch 15, 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 4,005,718,437 589,033,346 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 AgreementNovember 8, 2018, 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 54,798,761 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 24, 2023, the authorized capital stock of the Company consists of: 10,000,000,000 200,000,000 authorized shares of Common Stock, of which 4,005,718,437 109,449,619 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 AgreementNovember 17, 2017, 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 31, 2014, 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 [ ] 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 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 AgreementJuly 2, 2021, the authorized capital stock of the Company consists of: 10,000,000,000 250,000,000 authorized shares of Common Stock, of which 4,005,718,437 147,468,818 shares are were issued and outstanding; , and 10,000,000 2,000,000 authorized shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 31,000 shares of Series B Convertible 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 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 AgreementMay 24, 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 and 1,424,008 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 AgreementJanuary 15, 2020, the authorized capital stock of the Company consists of: 10,000,000,000 25,000,000 authorized shares of Common Stock, of which 4,005,718,437 7,725,524 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 and the Conversion Shares are, or upon issuance will be, Company are duly authorized, validly issued, fully paid and non-assessable. Upon issuance or conversion in accordance with the Notes, the Conversion Shares, when issued, will be 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 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 AgreementSeptember 12, 2023, the authorized capital stock of the Company consists of: 10,000,000,000 499,000,000 authorized shares of Common Stock, of which 4,005,718,437 158,647,050 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 AgreementApril 23, 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 3,823,861 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 AgreementNovember 10, 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 1,482,977,289 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 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 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 4,304,475 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 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 AgreementFebruary 1, 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 3,691,904,551 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 AgreementJuly 1, 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 84,435,000 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-assessablenon -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 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 AgreementOctober 20, 2022, the authorized capital stock of the Company consists consisted of: 10,000,000,000 4,000,000,000 authorized shares of Common Stock, of which 4,005,718,437 1,061,942,572 shares are were issued and outstanding; 100 authorized shares of Series A Preferred Stock, of which 3 shares were 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, 100,000 100,000,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 Stock, of which 36,667 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 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 disclosed 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 SubsidiariesSubsidiaries other than the warrants included in Schedule 3(c) , (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, 2019, 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 5,680,330 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 will furnish to the Buyer Buyers 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, upon the written request of any Buyer.

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 AgreementNovember 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 22,793,357 shares are were issued and outstanding; , and 10,000,000 10,000,001 authorized shares of preferred stock, stock (consisting of which 1,000 10,000,000 shares of Series A Preferred Stock are preferred stock and 1 share of Series B preferred stock), of which 5,000,001 shares were issued and outstanding, 100,000 outstanding (consisting of 5,000,000 shares of Series B Preferred Stock are issued A preferred stock and outstanding and 100,000 shares 1 share of Series D Preferred Stock are issued and outstandingB preferred stock). 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 AgreementSeptember 30, 2014, the authorized capital stock of the Company consists of: 10,000,000,000 300,000,000 authorized shares of Common Stock, of which 4,005,718,437 24,332,098 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 Except as set forth in the Company’s SEC Documents (as defined in Section 3(h)) 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 date, as set forth on Schedule 3c hereto or 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 23, 2023, the authorized capital stock of the Company consists of: 10,000,000,000 499,000,000 authorized shares of Common Stock, of which 4,005,718,437 138,671,576 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, Commitment Shares, 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 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 AgreementOctober 17, 2019, the authorized capital stock of the Company consists of: 10,000,000,000 25,000,000 authorized shares of Common Stock, of which 4,005,718,437 7,694,024 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 and the Conversion Shares are, or upon issuance will be, Company are duly authorized, validly issued, fully paid and non-assessable. Upon issuance or conversion in accordance with the Notes, the Conversion Shares, when issued, will be 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 of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of the date of this AgreementSeptember 13, 2022, the authorized capital stock of the Company consists of: 10,000,000,000 195,000,000 authorized shares of Common Stock, of which 4,005,718,437 2,809,885 shares are were issued and outstanding; , and 10,000,000 5,000,000 authorized shares of preferred stock, of which 1,000 shares 1,000,000 share of Series A Preferred Stock are issued and outstanding, 100,000 0 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.