Common use of Capitalization of the Company and its Subsidiaries Clause in Contracts

Capitalization of the Company and its Subsidiaries. The authorized stock of the Company consists of 1,500,000,000 shares of Common Stock and 50,000,000 shares of preferred stock, par value $0.001, of the Company (the “Preferred Stock”). As of the date hereof, (a) 7,000,000 shares of Series A Preferred Stock are issued and outstanding, 7,254,997 shares of Series E Preferred Stock are issued and outstanding and have no voting rights, (b) 24,027,924 shares of Common Stock are issued and outstanding, (c) 12,468,025 shares of Common Stock are reserved for or subject to issuance. Schedule 3.6 sets forth a true and correct list of all outstanding rights, options or warrants to purchase shares of any class or series of stock of the Company (collectively, the “Company Options”) and a true and correct list of each of the Company’s stock option, incentive, purchase or other plans pursuant to which options or warrants to purchase stock of the Company may be issued (collectively, the “Existing Plans”). Except as set out on Schedule 3.6 and for (i) shares of Common Stock issuable pursuant to the exercise of outstanding Company Options, (ii) shares of Common Stock issuable upon conversion of the Series A Preferred Stock, or the Series E Preferred Stock, (iii) securities issuable upon conversion of the Convertible Promissory Note, dated May 10, 2012, (the “MxXxxxx Note”), there are no shares of Common Stock or any other equity security of the Company issuable upon conversion or exchange of any security of the Company or any of its Subsidiaries nor any rights, options or warrants outstanding or other agreements to acquire shares of stock of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is contractually obligated to issue any shares of stock or to purchase, redeem or otherwise acquire any of its outstanding shares of stock. Neither the Company nor any of its Subsidiaries has created any “phantom stock,” stock appreciation rights or other similar rights the value of which is related to or based upon the price or value of the Common Stock. Neither the Company nor any of its Subsidiaries has outstanding debt or debt instruments providing for voting rights with respect to the Company or such Subsidiary to the holders thereof. Other than pursuant to the Investor Rights Agreement, no stockholder of the Company or any of its Subsidiaries or other Person is entitled to any preemptive or similar rights to subscribe for shares of stock of the Company or any of its Subsidiaries. All of the issued and outstanding shares of Common Stock and Preferred Stock are duly authorized, validly issued, fully paid, and nonassessable. Other than pursuant to the Employment Agreements between the Company and MxXxxxx and Song, respectively, neither the Company nor any of its Subsidiaries has granted to any Person the right to demand or request that the Company or such Subsidiary effect a registration under the Securities Act of any securities held by such Person or to include any securities of such Person in any such registration by the Company or such Subsidiary.

Capitalization of the Company and its Subsidiaries. (a) The authorized stock of the Company consists of 1,500,000,000 25,800,000 shares of Preferred Stock, of which 25,000,000 are designated Series B Stock and 800,000 are designated Series A Stock, and 40,000,000 shares of Common Stock. As of February 20, 2007, 13,972,365 shares of Common Stock were issued and 50,000,000 outstanding, 149,962 shares of preferred stockSeries A Stock were issued and outstanding and 4,500,000 shares of Series B Stock were outstanding. All such shares of Common Stock, par value $0.001Series A Stock and Series B Stock outstanding as of such date have been duly authorized, validly issued, and are fully paid, nonassessable and free of preemptive rights or other similar rights. The Company has no commitments to issue or deliver any shares of Common Stock, except that, as of February 20, 2007, a total of 1,090,265 shares of Common Stock were reserved for issuance pursuant to outstanding Company Options, 702,680 shares of Common Stock were reserved for issuance pursuant to outstanding Company Common Warrants, 8,283,000 shares of Series B Stock were reserved for issuance pursuant to outstanding warrants to purchase Series B Stock, 22,077 shares of Common Stock were required for issuance upon conversion and in accordance with the Company (the “Preferred Stock”). As terms of the date hereofoutstanding Debentures, (a) 7,000,000 458,134 shares of Common Stock were reserved for issuance upon conversion of outstanding shares of Series A Preferred Stock are issued and outstanding, 7,254,997 shares of Series E Preferred Stock are issued and outstanding and have no voting rights, (b) 24,027,924 12,783,000 shares of Common Stock are issued and outstanding, (c) 12,468,025 were reserved for issuance upon conversion of shares of Common Series B Stock are reserved for or subject to issuance. Schedule 3.6 sets forth a true (both outstanding and correct list issuable upon exercise of all outstanding rights, options or warrants to purchase shares of any class or series of stock of Series B Stock). All outstanding Company Options are governed by the Company (collectively, the “Company Options”) terms and a true and correct list of each conditions of the Company’s 2003 Stock Plan and the standard form of stock optionoption agreement used for such plans, incentive, purchase or other plans pursuant to which options or warrants to purchase stock respectively. All outstanding Company Common Warrants are governed by the terms and conditions of the Company may be issued (collectivelya warrant agreement, the “Existing Plans”)form of which is included as an exhibit to a Company Report. Except as set out on Schedule 3.6 and for (i) shares of Common Stock issuable pursuant to the exercise of outstanding Company Options, (ii) shares of Common Stock issuable upon conversion of the Series A Preferred Stock, or the Series E Preferred Stock, (iii) securities issuable upon conversion of the Convertible Promissory Note, dated May 10, 2012, (the “MxXxxxx Note”)forth in this paragraph, there are no shares of Common Stock authorized or any other equity security of the Company issuable upon conversion or exchange of any security of the Company or any of its Subsidiaries nor any rights, options or warrants outstanding or other agreements to acquire shares of stock of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is contractually obligated to issue any shares of stock or to purchase, redeem or otherwise acquire any of its outstanding shares of stock. Neither the Company nor any of its Subsidiaries has created any “phantom stock,” stock appreciation rights or other similar rights the value of which is related to or based upon the price or value of the Common Stock. Neither the Company nor any of its Subsidiaries has outstanding debt or debt instruments providing for voting rights with respect to equity securities of the Company, and the Company has no obligations to authorize or such Subsidiary to the holders thereof. Other than pursuant to the Investor Rights Agreement, no stockholder issue additional debt or equity securities of the Company or any of its Subsidiaries or other Person is entitled to any preemptive or similar rights to subscribe for shares of stock of the Company or any of its Subsidiaries. All of the issued and outstanding shares of Common Stock and Preferred Stock are duly authorized, validly issued, fully paid, and nonassessable. Other than pursuant to the Employment Agreements between the Company and MxXxxxx and Song, respectively, neither the Company nor any of its Subsidiaries has granted to any Person the right to demand or request that the Company or such Subsidiary effect a registration under the Securities Act of any securities held by such Person or to include any securities of such Person in any such registration by the Company or such SubsidiaryCompany.

Capitalization of the Company and its Subsidiaries. The authorized capital stock of the Company consists of 1,500,000,000 (i) 20,000,000 shares of Common Stock and 50,000,000 shares of preferred stockwhich, par value $0.001as of July 31, of the Company (the “Preferred Stock”). As of the date hereof1997, (a) 7,000,000 shares of Series A Preferred Stock are issued and outstanding, 7,254,997 shares of Series E Preferred Stock are issued and outstanding and have no voting rights, (b) 24,027,924 4,910,880 shares of Common Stock are were issued and outstanding. All outstanding shares of capital stock of the Company have been validly issued, and are fully paid, nonassessable and free of preemptive rights. Set forth in Schedule 2.2(a) are all outstanding options, warrants, or other rights to purchase Riviera Stock. Except as set forth above or in Schedule 2.2, and except as a result of the exercise of Employee Options, Directors' Options and such rights under the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31, 1997, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (cii) 12,468,025 no securities of the Company convertible into or exchangeable for shares of Common Stock are reserved capital stock or voting securities of the Company, (iii) no options, subscriptions, warrants, convertible securities, calls or other rights to acquire from the Company, and no obligation of the Company to issue, deliver or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or subject to issuance. Schedule 3.6 sets forth a true voting securities of the Company, and correct list (iv) no equity equivalents, performance shares, interests in the ownership or earnings of all outstanding rights, options the Company or warrants to purchase shares of any class or series of stock of other similar rights issued by the Company (collectively, the “"Company Options”) and a true and correct list of each of the Company’s stock option, incentive, purchase or other plans pursuant to which options or warrants to purchase stock of the Company may be issued (collectively, the “Existing Plans”Securities"). Except as set out forth on Schedule 3.6 and for (i) shares of Common Stock issuable pursuant to the exercise of outstanding Company Options, (ii) shares of Common Stock issuable upon conversion of the Series A Preferred Stock, or the Series E Preferred Stock, (iii) securities issuable upon conversion of the Convertible Promissory Note, dated May 10, 2012, (the “MxXxxxx Note”)2.2 hereto, there are no shares of Common Stock or any other equity security of the Company issuable upon conversion or exchange of any security outstanding obligations of the Company or any of its Subsidiaries nor any rights, options or warrants outstanding or other agreements subsidiaries to acquire shares of stock of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is contractually obligated to issue any shares of stock or to purchaserepurchase, redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 hereto, each of its the outstanding shares of stock. Neither the Company nor any capital stock of its Subsidiaries has created any “phantom stock,” stock appreciation rights or other similar rights the value of which is related to or based upon the price or value each of the Common Stock. Neither the Company nor any of its Subsidiaries has outstanding debt or debt instruments providing for voting rights with respect to the Company or such Subsidiary to the holders thereof. Other than pursuant to the Investor Rights Agreement, no stockholder of the Company or any of its Subsidiaries or other Person Company's subsidiaries is entitled to any preemptive or similar rights to subscribe for shares of stock of the Company or any of its Subsidiaries. All of the issued and outstanding shares of Common Stock and Preferred Stock are duly authorized, validly issued, fully paidpaid and nonassessable and is directly or indirectly owned by the Company, free and nonassessableclear of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any nature whatsoever (collectively, "Liens"). Other than pursuant Except as set forth on Schedules 1.10 and 2.2 hereto, there are no existing options, calls or commitments of any character relating to the Employment Agreements between the Company and MxXxxxx and Song, respectively, neither the Company nor any of its Subsidiaries has granted to any Person the right to demand issued or request that the Company unissued capital stock or such Subsidiary effect a registration under the Securities Act other equity securities of any securities held by such Person or to include any securities subsidiary of such Person in any such registration by the Company or such SubsidiaryCompany.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 1,500,000,000 of: (i) 200,000,000 shares of Company Common Stock Stock, and 50,000,000 (ii) 5,000,000 shares of preferred stockstock of the Company, par value $0.001.01 per share, 400,000 shares of the which are designated as shares of Company (the “Preferred Stock”). As of the date hereof, (ai) 7,000,000 64,333,205 shares of Series A Preferred Company Common Stock are issued and outstanding, 7,254,997 shares of Series E Preferred Stock are were issued and outstanding and have no voting rights, (bii) 24,027,924 50,000 shares of Company Preferred Stock were issued and outstanding. All of the outstanding shares of Company Common Stock and Company Preferred Stock have been validly issued, and are fully paid, nonassessable and free of preemptive rights. As of the date hereof, a total of (i) 4,937,802 shares of Company Common Stock were reserved for issuance pursuant to outstanding Stock Options and RSUs, and no other shares of Company Common Stock are issued and outstandingsubject to issuance pursuant to Stock Options or any other equity based awards, (cii) 12,468,025 3,873,108 shares of Company Common Stock were reserved for issuance upon the exercise of currently outstanding warrants issued under the warrant agreements listed in Section 4.2(a) of the Company Disclosure Schedule (the "Warrant Agreements") and (iii) 32,664,256 shares of Company Common Stock were reserved for issuance upon the exercise of Co-Investment Rights. Set forth in Section 4.2(a) of the Company Disclosure Schedule is a complete and accurate list of (i) the Company Stock Plans and the number of shares of Company Common Stock reserved for issuance pursuant to Stock Options outstanding as of the date hereof under each such Company Stock Plan, and no other shares of Company Common Stock are reserved for or subject to issuance. Schedule 3.6 sets forth a true and correct list of issuance pursuant to such Company Stock Plans, (ii) all outstanding rights, options or warrants warrant agreements to purchase shares of any class or series of acquire capital stock of the Company (collectively, and the “number of shares of Company Options”) and a true and correct list of each of the Company’s stock option, incentive, purchase or other plans Common Stock reserved for issuance pursuant to which options or warrants to purchase such warrant agreements, and no other shares of capital stock of the Company may be are subject to issuance pursuant to such warrant agreements and (iii) all Co-Investment Agreements to acquire capital stock of the Company and the number of shares of Company Common Stock reserved for issuance pursuant to such Co-Investment Agreements, and no other shares of capital stock of the Company are subject to issuance pursuant to such Co-Investment Agreements. Since January 19, 2005, no shares of capital stock of the Company have been issued (collectivelyother than pursuant to Stock Options set forth on the Award List, the “Existing Plans”)Warrant Agreements or Co-Investment Agreements existing as of date hereof, and since January 19, 2005, no Stock Options, Restricted Shares, Warrants or Co-Investment Rights have been granted. Except as set out on Schedule 3.6 and for forth above or in Section 4.2(a) of the Company Disclosure Schedule, there are no outstanding (i) shares of Common Stock issuable pursuant to capital stock (including Restricted Shares) or other voting securities of the exercise of outstanding Company OptionsCompany, (ii) shares of Common Stock issuable upon conversion of the Series A Preferred Stock, or the Series E Preferred Stock, (iii) securities issuable upon conversion of the Convertible Promissory Note, dated May 10, 2012, (the “MxXxxxx Note”), there are no shares of Common Stock or any other equity security of the Company issuable upon conversion or exchange of any security of the Company or any of its Subsidiaries nor any rightsconvertible into or exchangeable for shares of capital stock or voting securities of the Company, options or (iii) options, warrants outstanding or other agreements rights to acquire shares of stock of from the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is contractually obligated to issue any shares of stock , or to purchase, redeem or otherwise acquire any of its outstanding shares of stock. Neither the Company nor any of its Subsidiaries has created any “phantom stock,” stock appreciation rights or other similar rights the value of which is related to or based upon the price or value of the Common Stock. Neither the Company nor any of its Subsidiaries has outstanding debt or debt instruments providing for voting rights with respect to the Company or such Subsidiary to the holders thereof. Other than pursuant to the Investor Rights Agreement, no stockholder obligations of the Company or any of its Subsidiaries to issue or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, or (iv) equity equivalents, interests in the ownership or earnings of the Company or other Person is entitled to any preemptive or similar rights to subscribe for shares (collectively, "Company Securities"). Other than as contemplated by this Agreement, Stockholders' Agreement or employment agreements set forth in Section 4.10(a) of stock the Company Disclosure Schedule, there are no outstanding obligations of the Company or any of its Subsidiaries. All of the issued and outstanding shares of Common Stock and Preferred Stock are duly authorizedSubsidiaries to repurchase, validly issued, fully paid, and nonassessable. Other than pursuant to the Employment Agreements between the redeem or otherwise acquire any Company and MxXxxxx and Song, respectively, neither the Company nor any of its Subsidiaries has granted to any Person the right to demand or request that the Company or such Subsidiary effect a registration under the Securities Act of any securities held by such Person or to include any securities of such Person in any such registration by the Company or such SubsidiarySecurities.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 1,500,000,000 12,000,000 shares of capital stock, including 6,000,000 shares of Common Stock and 50,000,000 shares of preferred stockStock, par value $0.001, of the Company 2.00 per share (the “Common Stock”), 4,000,000 shares of Class B Common Stock, par value $2.00 per share the Class B Common Stock”), and 2,000,000 shares of Preferred Stock (“Preferred Stock”). As of the date hereofof this Agreement, (a) 7,000,000 shares of Series A Preferred Stock are issued and outstanding, 7,254,997 shares of Series E Preferred Stock are issued and outstanding and have no voting rights, (b) 24,027,924 2,604,269 shares of Common Stock are and 1,906,786 shares of Class B Common Stock were issued and outstanding, (c) 12,468,025 . No shares of Preferred Stock are outstanding. All of the outstanding shares of Common Stock and Class B Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. The Company has no shares of Common Stock or Class B Common Stock or Preferred Stock reserved for or otherwise subject to issuance. Schedule 3.6 sets forth a true and correct list , except that (i) as of all outstanding rightsthe date of this Agreement, options or warrants to purchase there were (x) 1,907,286 shares of any class or series Common Stock reserved for issuance upon the conversion of stock Class B Common Stock into Common Stock and (y) 6,600 shares of Common Stock subject to issuance pursuant to Company Options. Each of the Company (collectively, the “Company Options”) and a true and correct list outstanding shares of capital stock or other ownership interests of each of the Company’s stock optionSubsidiaries is duly authorized, incentivevalidly issued, purchase fully paid and nonassessable and owned by the Company or other plans pursuant to which options a direct or warrants to purchase stock indirect wholly owned Subsidiary of the Company may be issued (collectivelyCompany, the “Existing Plans”)in each case free and clear of any Lien. Except as set out on Schedule 3.6 and for (i) shares of Common Stock issuable pursuant to the exercise of outstanding Company Options, (ii) shares of Common Stock issuable upon conversion of the Series A Preferred Stock, or the Series E Preferred Stock, (iii) securities issuable upon conversion of the Convertible Promissory Note, dated May 10, 2012, (the “MxXxxxx Note”)forth above, there are no shares of Common Stock registration rights or any preemptive or other equity security of the Company issuable upon outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or exchange rights of any security of kind which obligate the Company or any of its Subsidiaries nor any rightsto register, options issue or warrants outstanding or other agreements to acquire shares of stock of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is contractually obligated to issue sell any shares of capital stock or to purchase, redeem or otherwise acquire any of its outstanding shares of stock. Neither the Company nor any of its Subsidiaries has created any “phantom stock,” stock appreciation rights or other similar rights the value of which is related to or based upon the price or value of the Common Stock. Neither the Company nor any of its Subsidiaries has outstanding debt or debt instruments providing for voting rights with respect to the Company or such Subsidiary to the holders thereof. Other than pursuant to the Investor Rights Agreement, no stockholder securities of the Company or any of its Subsidiaries or other any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person is entitled to any preemptive or similar rights a right to subscribe for shares or acquire from the Company or any of stock its Subsidiaries, any securities of the Company or any of its Subsidiaries. All of the issued and outstanding shares of Common Stock and Preferred Stock are duly authorized, validly issued, fully paid, and nonassessableno securities or obligations evidencing such rights are issued or outstanding. Other than pursuant to The Company does not have outstanding any bonds, debentures, notes or other obligations the Employment Agreements between the Company and MxXxxxx and Song, respectively, neither the Company nor any holders of its Subsidiaries has granted to any Person which have the right to demand vote (or request that which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. For purposes of this Agreement, “Lien” means, with respect to any asset (including any security) any option, claim, mortgage, lien, pledge, charge, security interest or such Subsidiary effect a registration under the Securities Act of any securities held by such Person encumbrance or to include any securities material restrictions in respect of such Person in any such registration by the Company or such Subsidiaryasset.

Capitalization of the Company and its Subsidiaries. The authorized stock of the Company consists of 1,500,000,000 shares of Common Stock and 50,000,000 shares of preferred stock, par value $0.001, of the Company (the “Preferred Stock”). As of the date hereof, (a) 7,000,000 shares of Series A Preferred Stock are issued and outstanding, 7,254,997 87,500 shares of Series E C Preferred Stock are issued and outstanding and have no voting rights, and 2,285,714 shares of Series D Preferred Stock are issued and outstanding, (b) 24,027,924 15,794,763 shares of Common Stock are issued and outstanding, (c) 12,468,025 12,329,915 shares of Common Stock are reserved for or subject to issuance, excluding shares of Common Stock to be issued to Xxxxxxx Xxxxxx as set forth in Schedule 3.6. Schedule 3.6 sets forth a true and correct list of all outstanding rights, options or warrants to purchase shares of any class or series of stock of the Company (collectively, the “Company Options”) and a true and correct list of each of the Company’s stock option, incentive, purchase or other plans pursuant to which options or warrants to purchase stock of the Company may be issued (collectively, the “Existing Plans”). Except as set out on Schedule 3.6 and for (i) shares of Common Stock issuable pursuant to the exercise of outstanding Company Options, (ii) shares of Common Stock issuable upon conversion of the Series A Preferred Stock, the Series C Preferred Stock, or the Series E D Preferred Stock, (iii) securities issuable upon conversion of the Convertible Promissory XxXxxxx Note, dated May 10, 2012, and (iv) securities issuable upon conversion of the “MxXxxxx Bridge Note”), there are no shares of Common Stock or any other equity security of the Company issuable upon conversion or exchange of any security of the Company or any of its Subsidiaries nor any rights, options or warrants outstanding or other agreements to acquire shares of stock of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is contractually obligated to issue any shares of stock or to purchase, redeem or otherwise acquire any of its outstanding shares of stockstock other than shares of Series D Preferred Stock pursuant to its terms. Neither the Company nor any of its Subsidiaries has created any “phantom stock,” stock appreciation rights or other similar rights the value of which is related to or based upon the price or value of the Common Stock. Neither the Company nor any of its Subsidiaries has outstanding debt or debt instruments providing for voting rights with respect to the Company or such Subsidiary to the holders thereof. Other than pursuant to the Investor Rights Agreement, no stockholder of the Company or any of its Subsidiaries or other Person is entitled to any preemptive or similar rights to subscribe for shares of stock of the Company or any of its Subsidiaries. All of the issued and outstanding shares of Common Stock and Preferred Stock are duly authorized, validly issued, fully paid, and nonassessable. Other than pursuant to the Employment Agreements between the Company and MxXxxxx XxXxxxx and Song, respectively, neither the Company nor any of its Subsidiaries has granted to any Person the right to demand or request that the Company or such Subsidiary effect a registration under the Securities Act of any securities held by such Person or to include any securities of such Person in any such registration by the Company or such Subsidiary. Immediately following the Closing and the Contemplated Transactions, the shares of Common Stock issuable upon conversion of the Series E Preferred Stock that will be issued to the Purchasers under this Agreement will represent, in the aggregate, no less than 38% of the outstanding capital stock of the Company on a Fully Diluted Basis, and the voting power of such issued shares of Series E Preferred Stock will represent, in the aggregate, no less than 45% of the total number of votes able to be cast on any matter by Voting Securities of the Company on a Fully Diluted Basis, excluding for purposes of the calculations referred to in this sentence, the shares of Common Stock, or options to purchase Common Stock, to be granted to Xxxxxxx Xxxxxx, Xxxxxxx Xxxxxxx and Xxxxx Xxxxxxx as set forth in Schedule 3.6 and the shares of Common Stock issuable upon conversion of the Series C Preferred Stock.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 1,500,000,000 shares of Common Stock 190,000,000 Shares and 50,000,000 10,000,000 shares of preferred stock, par value $0.001, of the US$0.001 per share (“Company (the “Preferred Stock”). As of December 9, 2013 (the date hereof“Capitalization Date”), (ai) 7,000,000 shares of Series A Preferred Stock are 36,807,075 Shares were issued and outstanding, 7,254,997 ; (ii) no Shares were issued and held in the treasury of the Company; (iii) 2,950,519 Shares are reserved for issuance upon exercise of the Company Warrants and (iv) no shares of Series E Company Preferred Stock are issued and outstanding and have no voting rights, (b) 24,027,924 shares of Common Stock are were issued and outstanding, (c. Section 3.2(a) 12,468,025 shares of Common Stock are reserved for or subject to issuance. the Company Disclosure Schedule 3.6 sets forth a true complete and correct list of all outstanding rightsholders of Company Warrants, options or warrants to purchase shares including such Person’s name, the number of any class or series of stock Company Warrants held by such Person as of the Capitalization Date and the exercise price for each such Company (collectivelyWarrants. All the outstanding Shares are, and the “Company Options”) and a true and correct list of each of the Company’s stock option, incentive, purchase or other plans pursuant to which options or warrants to purchase stock of the Company may be issued (collectively, the “Existing Plans”). Except as set out on Schedule 3.6 and for (i) shares of Common Stock Shares issuable pursuant to upon the exercise of outstanding Company OptionsWarrants will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable, in compliance with all applicable Laws, and none of such outstanding Shares was or will be issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Except as set forth above and except as contemplated by this Agreement, (i) there is no share capital of the Company authorized, issued or outstanding, (ii) shares of Common Stock issuable upon conversion of the Series A Preferred Stock, or the Series E Preferred Stock, (iii) securities issuable upon conversion of the Convertible Promissory Note, dated May 10, 2012, (the “MxXxxxx Note”), there are no shares of Common Stock authorized or any outstanding options, warrants, calls, preemptive rights, subscriptions or other equity security of the Company issuable upon conversion rights, agreements, arrangements or exchange commitments of any security of character (whether or not conditional) relating to the Company issued or any of its Subsidiaries nor any rights, options or warrants outstanding or other agreements to acquire shares of unissued capital stock of the Company or any of its Subsidiaries. Neither , obligating the Company nor or any of its Subsidiaries is contractually obligated to issue issue, transfer or sell or cause to be issued, transferred or sold any shares of stock share capital or to purchase, redeem or otherwise acquire any of its outstanding shares of stock. Neither other equity interest in the Company nor or any of its Subsidiaries has created any “phantom stock,” stock appreciation rights or other similar rights the value of which is related to securities convertible into or based upon the price exchangeable for such share capital or value of the Common Stock. Neither equity interests, or obligating the Company nor or any of its Subsidiaries has to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding debt or debt instruments providing for voting rights with respect to the Company or such Subsidiary to the holders thereof. Other than pursuant to the Investor Rights Agreement, no stockholder contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares or other Person is entitled to any preemptive or similar rights to subscribe for shares of stock share capital of the Company or any of its Subsidiaries. All , or to make any payments based on the market price or value of Shares or other capital stock of the issued and outstanding shares Company or its Subsidiaries, or to provide funds to make any investment (in the form of Common Stock and Preferred Stock are duly authorizeda loan, validly issued, fully paidcapital contribution or otherwise) in the Company’s Subsidiaries or any other entity other than loans to the Company’s Subsidiaries in the ordinary course of business, and nonassessable. Other than pursuant to (iv) there are no outstanding bonds, debentures, notes or other obligations the Employment Agreements between the Company and MxXxxxx and Song, respectively, neither the Company nor any holders of its Subsidiaries has granted to any Person which have the right to demand vote (or request that convertible into or exercisable for securities having the right to vote) with the stockholders of the Company or such Subsidiary effect a registration under the Securities Act of on any securities held by such Person or to include any securities of such Person in any such registration by the Company or such Subsidiarymatter.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 1,500,000,000 of: (i) 30,000,000 shares of Company Common Stock and 50,000,000 (ii) 10,000,000 shares of preferred stockPreferred Stock, par value $0.001.01 per share, of the Company (the “which 2,500,000 shares are designated Series A Preferred Stock”, par value $.01 per share ("Series A Preferred Stock"), and 850,000 shares are designated Series B Preferred Stock, par value $.01 per share ("Series B Preferred Stock"). As of the date hereof, (a) 7,000,000 there are issued and outstanding 3,647,822 shares of Company Common Stock, 2,468,194 shares of Series A Preferred Stock are issued and outstanding, 7,254,997 710,282 shares of Series E B Preferred Stock Stock, and there are no shares held in the Company's treasury. A true and complete list of record holders of the issued and outstanding Company Common Stock, Series A Preferred Stock and have no voting rightsSeries B Preferred Stock as of the date hereof is set forth in Section 3.2 of the Company Disclosure Schedule. As of and immediately prior to the Effective Time, (b) 24,027,924 all outstanding shares of Series A Preferred Stock will be converted, in accordance with their terms, into shares of Company Common Stock, and all outstanding shares of Series B Preferred Stock are will be converted, in accordance with their terms, into shares of Company Common Stock. All of the issued and outstandingoutstanding Shares have been validly issued, (c) 12,468,025 and are duly authorized, fully paid, non-assessable and free of preemptive rights. As of the date hereof, 2,364,858 shares of Common Stock are reserved for issuance and issuable upon or subject otherwise deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to issuance. Schedule 3.6 sets forth a true and correct list of all outstanding rights, options or warrants to purchase shares of any class or series of stock of the Company (collectivelyOption Plans. Since December 31, the “Company Options”) and a true and correct list of each 1998, no shares of the Company’s 's capital stock option, incentive, purchase or have been issued other plans than pursuant to which options or warrants to purchase stock of the Company may be issued (collectively, the “Existing Plans”)Stock Options already in existence on such date. Except as set out on Schedule 3.6 and for forth above, as of the date hereof, there are no outstanding (i) shares of Common Stock issuable pursuant to capital stock or other voting securities of the exercise of outstanding Company Options, Company; (ii) shares of Common Stock issuable upon conversion of the Series A Preferred Stock, or the Series E Preferred Stock, (iii) securities issuable upon conversion of the Convertible Promissory Note, dated May 10, 2012, (the “MxXxxxx Note”), there are no shares of Common Stock or any other equity security of the Company issuable upon conversion or exchange of any security of the Company or any of its Subsidiaries nor any rights, subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company; (iii) options or warrants outstanding or other agreements rights to acquire shares from the Company or any of stock its subsidiaries, and no obligations of the Company or any of its Subsidiaries. Neither subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the 7 15 Company; and (iv) equity equivalents, interests in the ownership or earnings of the Company nor any of its Subsidiaries is contractually obligated to issue any shares of stock or to purchase, redeem or otherwise acquire any of its outstanding shares of stock. Neither the Company nor any of its Subsidiaries has created any “phantom stock,” stock appreciation rights or other similar rights the value of which is related to or based upon the price or value of the Common Stock(including, stock appreciation rights) (collectively, "Company Securities"). Neither the Company nor any of its Subsidiaries has There are no outstanding debt or debt instruments providing for voting rights with respect to the Company or such Subsidiary to the holders thereof. Other than pursuant to the Investor Rights Agreement, no stockholder obligations of the Company or any of its Subsidiaries subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. There are no stockholder agreements, voting trusts or other Person is entitled agreements to any preemptive or similar rights to subscribe for shares of stock of which the Company or any of its Subsidiaries. All subsidiaries is a party or to which it is bound relating to the voting of any shares of capital stock of the issued Company (other than the Voting Agreement). Section 3.2 of the Company Disclosure Schedule sets forth true and outstanding complete information regarding the current exercise price, the date of grant and the number of Company Stock Options granted for each holder of Company Stock Options. Following the Effective Time and conversion of the Company Stock Options into options to acquire shares of Parent Common Stock and Preferred Stock are duly authorizedin accordance with Section 2.2, validly issued, fully paid, and nonassessable. Other than pursuant to the Employment Agreements between in accordance with the Company and MxXxxxx and SongOption Plans, respectively, neither no holder of Company Stock Options will have any right to receive shares of common stock of the Surviving Corporation upon exercise of the Company nor any of its Subsidiaries has granted to any Person the right to demand or request that the Company or such Subsidiary effect a registration under the Securities Act of any securities held by such Person or to include any securities of such Person in any such registration by the Company or such SubsidiaryStock Options.

Capitalization of the Company and its Subsidiaries. The (a) As of December 19, 2013, the authorized capital stock of the Company consists of 1,500,000,000 50,000,000 shares of Common Stock, of which 14,644,626 shares are issued and 14,348,954 shares are outstanding. There are no shares of preferred stock authorized under the Governing Documents of the Company, and no shares of preferred stock of the Company are issued or outstanding. As of December 19, 2013 are outstanding employee stock options to purchase an aggregate of 2,491,293 shares of Common Stock (of which options to purchase an aggregate of 1,531,644 are exercisable and 50,000,000 shares RSUs with respect to an aggregate of preferred stock, par value $0.001, of the Company (the “Preferred Stock”). As of the date hereof, (a) 7,000,000 shares of Series A Preferred Stock are issued and outstanding, 7,254,997 shares of Series E Preferred Stock are issued and outstanding and have no voting rights, (b) 24,027,924 28,000 shares of Common Stock (of which zero RSUs are issued vested). Each such stock option or RSU was granted under and outstanding, (c) 12,468,025 shares of Common Stock are reserved for or subject to issuance. Schedule 3.6 sets forth a true and correct list of all outstanding rights, options or warrants to purchase shares of any class or series of stock in accordance with the terms of the Company (collectively, the “Company Options”) and a true and correct list of each of the Company’s stock option, incentive, purchase or other plans pursuant to which options or warrants to purchase stock of the Company may be issued (collectively, the “Existing Stock Option Plans”). Except as set out on Schedule 3.6 and for (i) shares of Common Stock issuable pursuant to the exercise of outstanding Company Options, (ii) shares of Common Stock issuable upon conversion of the Series A Preferred Stock, or the Series E Preferred Stock, (iii) securities issuable upon conversion of the Convertible Promissory Note, dated May 10, 2012, (the “MxXxxxx Note”), there are no shares of Common Stock or any other equity security of the Company issuable upon conversion or exchange of any security of the Company or any of its Subsidiaries nor any rights, options or warrants outstanding or other agreements to acquire shares of stock of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is contractually obligated to issue any shares of stock or to purchase, redeem or otherwise acquire any of its outstanding shares of stock. Neither the Company nor any of its Subsidiaries has created any “phantom stock,” stock appreciation rights or other similar rights the value of which is related to or based upon the price or value of the Common Stock. Neither the Company nor any of its Subsidiaries has outstanding debt or debt instruments providing for voting rights with respect to the Company or such Subsidiary to the holders thereof. Other than pursuant to the Investor Rights Agreement, no stockholder of the Company or any of its Subsidiaries or other Person is entitled to any preemptive or similar rights to subscribe for shares of stock of the Company or any of its Subsidiaries. All of the issued and outstanding shares of Common Stock and Preferred Stock are duly authorized, validly issuedissued and fully paid and nonassessable and all shares of Common Stock that may be issued pursuant to any stock option or RSU will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and fully paid, and, in each case, are and nonassessablewill be free and clear of any preemptive rights, restrictions on transfer (other than restrictions under applicable federal, state and other securities laws) or Liens (other than Permitted Liens). Except as set forth on Schedule 4.2(a) of the Company Disclosure Schedules, as of the date of this Agreement, there are no outstanding (i) other equity securities of the Company, (ii) securities of the Company convertible into or exchangeable for equity securities of the Company, or (iii) options or other rights to acquire from the Company, and no obligations of the Company to issue, any equity securities or securities convertible into or exchangeable for equity securities of the Company. As of the date hereof, all issued and outstanding shares of Common Stock are held of record by the Persons and in such amounts as set forth on Schedule 4.2(a) of the Company Disclosure Schedules. As of the Closing, all of the issued and outstanding shares of Common Stock will be held of record by the Persons and in such amounts as set forth on the Merger Consideration Allocation Schedule. Schedule 4.2(a) of the Company Disclosure Schedules sets forth a true and complete list, as of the date hereof, of all holders of Current Options, including, with respect to each holder thereof, as applicable, (i) whether each such Current Option, is vested or unvested as of the date of this Agreement, and whether such Current Option is subject to vesting as a result of the transactions herein, (ii) the exercise price per underlying share, if applicable, (iii) the term of each such Current Option, (iv) whether such Current Option is a nonqualified stock option or incentive stock option and (v) whether the optionee is an employee of the Company on the date hereof. Prior to the date hereof, the Company has provided to Parent a copy of each form of award agreement that evidences the grant of Current Options and RSUs, and, to the extent that any award has been granted that is evidenced by an award agreement that deviates from such form, the Company has provided to Parent a copy of such award agreement. Other than the Company Stock Option Plans, the Company does not have, and never has had, a stock option, stock incentive, phantom stock, stock-based performance, restricted stock unit, equity option or other equity or equity-based award plan. The Company does not have in place any management “carve out” plan. The Company has made available to Parent all Contracts containing rights to indemnification for acts or omissions occurring prior to or as of the Closing Date in favor of the Covered Parties, whether located in Governing Documents, indemnity agreements or as provided pursuant to the Employment Agreements between a resolution of the Company and MxXxxxx and Song, respectively, neither Board or the Company nor any board of its Subsidiaries has granted to any Person the right to demand or request that the Company or such Subsidiary effect a registration under the Securities Act of any securities held by such Person or to include any securities directors of such Person in any such registration by the Company Subsidiary, or such Subsidiaryotherwise.

Capitalization of the Company and its Subsidiaries. The authorized stock of the Company consists of 1,500,000,000 shares of Common Stock and 50,000,000 shares of preferred stock, par value $0.001, of the Company (the “Preferred Stock”). As of the date hereof, (a) 7,000,000 shares of Series A Preferred Stock are issued and or outstanding, 7,254,997 and 250,000 shares of Series E C Preferred Stock are issued and or outstanding and have no voting rights, (b) 24,027,924 15,283,597 shares of Common Stock are issued and outstanding, (c) 12,468,025 4,534,897 shares of Common Stock are reserved for or subject to issuance. Schedule 3.6 sets forth a true and correct list of all outstanding rights, options or warrants to purchase shares of any class or series of stock of the Company (collectively, the “Company Options”) and a true and correct list of each of the Company’s stock option, incentive, purchase or other plans pursuant to which options or warrants to purchase stock of the Company may be issued (collectively, the “Existing Plans”). Except as set out on Schedule 3.6 and for (i) shares of Common Stock issuable pursuant to the exercise of outstanding Company Options, and (ii) for shares of Common Stock issuable upon conversion of the Series A Preferred Stock, Stock or the Series E C Preferred Stock, (iii) securities issuable upon conversion of the Convertible Promissory Note, dated May 10, 2012, (the “MxXxxxx Note”), there are no shares of Common Stock or any other equity security of the Company issuable upon conversion or exchange of any security of the Company or any of its Subsidiaries nor any rights, options or warrants outstanding or other agreements to acquire shares of stock of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is contractually obligated to issue any shares of stock or to purchase, redeem or otherwise acquire any of its outstanding shares of stock. Neither the Company nor any of its Subsidiaries has created any “phantom stock,” stock appreciation rights or other similar rights the value of which is related to or based upon the price or value of the Common Stock. Neither the Company nor any of its Subsidiaries has outstanding debt or debt instruments providing for voting rights with respect to the Company or such Subsidiary to the holders thereof. Other than pursuant to the Investor Rights Agreement, no No stockholder of the Company or any of its Subsidiaries or other Person is entitled to any preemptive or similar rights to subscribe for shares of stock of the Company or any of its Subsidiaries. All of the issued and outstanding shares of Common Stock and Preferred Stock are duly authorized, validly issued, fully paid, and nonassessable. Other than pursuant to the Employment Agreements between the Company and MxXxxxx and Song, respectivelyArticle 8, neither the Company nor any of its Subsidiaries has granted to any Person the right to demand or request that the Company or such Subsidiary effect a registration under the Securities Act of any securities held by such Person or to include any securities of such Person in any such registration by the Company or such Subsidiary. Immediately following the Closing, the shares of Common Stock issuable upon conversion of the Series D Preferred Stock that will be issued to the Purchaser under this Agreement will represent, in the aggregate, no less than 10% of the outstanding capital stock of the Company on a Fully Diluted Basis, and the voting power of such issued shares of Series D Preferred Stock will represent, in the aggregate, no less than 7% of the total number of votes able to be cast on any matter by Voting Securities of the Company on a Fully Diluted Basis. Upon completion of the sale and issuance of the Series E Preferred Stock, and the exchange of all of the shares of Series D Preferred Stock for additional shares of Series E Preferred Stock, and the exchange by the Purchaser with Xxxxx XxXxxxx of 933,333 shares of Series E Preferred Stock for all of his shares of Series A Preferred Stock, then the shares of Common Stock issuable upon conversion of the Series A Preferred Stock and Series E Preferred Stock that will be held by the Purchaser will represent, in the aggregate, no less than 40% of the outstanding capital stock of the Company on a Fully Diluted Basis (assuming no changes to the outstanding capital stock of the Company as of the date hereof other as described in the Series E Purchase Agreement), and the voting power of such shares of Series A Preferred Stock and Series E Preferred Stock will represent, in the aggregate, no less than 50% of the total number of votes able to be cast on any matter by Voting Securities of the Company on a Fully Diluted Basis (assuming no changes to the outstanding capital stock of the Company as of the date hereof other as described in the Series E Purchase Agreement).

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 1,500,000,000 of: (i) 200,000,000 shares of Company Common Stock Stock, and 50,000,000 (ii) 5,000,000 shares of preferred stockstock of the Company, par value $0.001.01 per share, 400,000 shares of the which are designated as shares of Company (the “Preferred Stock”). As of the date hereof, (ai) 7,000,000 64,333,205 shares of Series A Preferred Company Common Stock are issued and outstanding, 7,254,997 shares of Series E Preferred Stock are were issued and outstanding and have no voting rights, (bii) 24,027,924 50,000 shares of Company Preferred Stock were issued and outstanding. All of the outstanding shares of Company Common Stock and Company Preferred Stock have been validly issued, and are fully paid, nonassessable and free of preemptive rights. As of the date hereof, a total of (i) 4,937,802 shares of Company Common Stock were reserved for issuance pursuant to outstanding Stock Options and RSUs, and no other shares of Company Common Stock are issued and outstandingsubject to issuance pursuant to Stock Options or any other equity based awards, (cii) 12,468,025 3,873,108 shares of Company Common Stock were reserved for issuance upon the exercise of currently outstanding warrants issued under the warrant agreements listed in Section 4.2(a) of the Company Disclosure Schedule (the “Warrant Agreements”) and (iii) 32,664,256 shares of Company Common Stock were reserved for issuance upon the exercise of Co-Investment Rights. Set forth in Section 4.2(a) of the Company Disclosure Schedule is a complete and accurate list of (i) the Company Stock Plans and the number of shares of Company Common Stock reserved for issuance pursuant to Stock Options outstanding as of the date hereof under each such Company Stock Plan, and no other shares of Company Common Stock are reserved for or subject to issuance. Schedule 3.6 sets forth a true and correct list of issuance pursuant to such Company Stock Plans, (ii) all outstanding rights, options or warrants warrant agreements to purchase shares of any class or series of acquire capital stock of the Company (collectively, and the “number of shares of Company Options”) and a true and correct list of each of the Company’s stock option, incentive, purchase or other plans Common Stock reserved for issuance pursuant to which options or warrants to purchase such warrant agreements, and no other shares of capital stock of the Company may be are subject to issuance pursuant to such warrant agreements and (iii) all Co-Investment Agreements to acquire capital stock of the Company and the number of shares of Company Common Stock reserved for issuance pursuant to such Co-Investment Agreements, and no other shares of capital stock of the Company are subject to issuance pursuant to such Co-Investment Agreements. Since January 19, 2005, no shares of capital stock of the Company have been issued (collectivelyother than pursuant to Stock Options set forth on the Award List, the “Existing Plans”)Warrant Agreements or Co-Investment Agreements existing as of date hereof, and since January 19, 2005, no Stock Options, Restricted Shares, Warrants or Co-Investment Rights have been granted. Except as set out on Schedule 3.6 and for forth above or in Section 4.2(a) of the Company Disclosure Schedule, there are no outstanding (i) shares of Common Stock issuable pursuant to capital stock (including Restricted Shares) or other voting securities of the exercise of outstanding Company OptionsCompany, (ii) shares of Common Stock issuable upon conversion of the Series A Preferred Stock, or the Series E Preferred Stock, (iii) securities issuable upon conversion of the Convertible Promissory Note, dated May 10, 2012, (the “MxXxxxx Note”), there are no shares of Common Stock or any other equity security of the Company issuable upon conversion or exchange of any security of the Company or any of its Subsidiaries nor any rightsconvertible into or exchangeable for shares of capital stock or voting securities of the Company, options or (iii) options, warrants outstanding or other agreements rights to acquire shares of stock of from the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is contractually obligated to issue any shares of stock , or to purchase, redeem or otherwise acquire any of its outstanding shares of stock. Neither the Company nor any of its Subsidiaries has created any “phantom stock,” stock appreciation rights or other similar rights the value of which is related to or based upon the price or value of the Common Stock. Neither the Company nor any of its Subsidiaries has outstanding debt or debt instruments providing for voting rights with respect to the Company or such Subsidiary to the holders thereof. Other than pursuant to the Investor Rights Agreement, no stockholder obligations of the Company or any of its Subsidiaries to issue or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, or (iv) equity equivalents, interests in the ownership or earnings of the Company or other Person is entitled to any preemptive or similar rights to subscribe for shares (collectively, “Company Securities”). Other than as contemplated by this Agreement, Stockholders’ Agreement or employment agreements set forth in Section 4.10(a) of stock the Company Disclosure Schedule, there are no outstanding obligations of the Company or any of its Subsidiaries. All of the issued and outstanding shares of Common Stock and Preferred Stock are duly authorizedSubsidiaries to repurchase, validly issued, fully paid, and nonassessable. Other than pursuant to the Employment Agreements between the redeem or otherwise acquire any Company and MxXxxxx and Song, respectively, neither the Company nor any of its Subsidiaries has granted to any Person the right to demand or request that the Company or such Subsidiary effect a registration under the Securities Act of any securities held by such Person or to include any securities of such Person in any such registration by the Company or such SubsidiarySecurities.

Capitalization of the Company and its Subsidiaries. The authorized stock of the Company consists of 1,500,000,000 shares of Common Stock and 50,000,000 shares of preferred stock, par value $0.001, of the Company (the “Preferred Stock”). As of the date hereof, (a) 7,000,000 shares of Series A Preferred Stock are issued and outstanding, 7,254,997 shares of Series E Preferred Stock are issued and outstanding and have no voting rights, (b) 24,027,924 shares of Common Stock are issued and outstanding, (c) 12,468,025 shares of Common Stock are reserved for or subject to issuance. Schedule 3.6 sets forth a true and correct list of all outstanding rights, options or warrants to purchase shares of any class or series of stock of the Company (collectively, the “Company Options”) and a true and correct list of each of the Company’s stock option, incentive, purchase or other plans pursuant to which options or warrants to purchase stock of the Company may be issued (collectively, the “Existing Plans”). Except as set out on Schedule 3.6 and for (i) shares of Common Stock issuable pursuant to the exercise of outstanding Company Options, (ii) shares of Common Stock issuable upon conversion of the Series A Preferred Stock, or the Series E Preferred Stock, (iii) securities issuable upon conversion of the Convertible Promissory Note, dated May 10, 2012, (the “MxXxxxx XxXxxxx Note”), there are no shares of Common Stock or any other equity security of the Company issuable upon conversion or exchange of any security of the Company or any of its Subsidiaries nor any rights, options or warrants outstanding or other agreements to acquire shares of stock of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is contractually obligated to issue any shares of stock or to purchase, redeem or otherwise acquire any of its outstanding shares of stock. Neither the Company nor any of its Subsidiaries has created any “phantom stock,” stock appreciation rights or other similar rights the value of which is related to or based upon the price or value of the Common Stock. Neither the Company nor any of its Subsidiaries has outstanding debt or debt instruments providing for voting rights with respect to the Company or such Subsidiary to the holders thereof. Other than pursuant to the Investor Rights Agreement, no stockholder of the Company or any of its Subsidiaries or other Person is entitled to any preemptive or similar rights to subscribe for shares of stock of the Company or any of its Subsidiaries. All of the issued and outstanding shares of Common Stock and Preferred Stock are duly authorized, validly issued, fully paid, and nonassessable. Other than pursuant to the Employment Agreements between the Company and MxXxxxx XxXxxxx and Song, respectively, neither the Company nor any of its Subsidiaries has granted to any Person the right to demand or request that the Company or such Subsidiary effect a registration under the Securities Act of any securities held by such Person or to include any securities of such Person in any such registration by the Company or such Subsidiary.

Capitalization of the Company and its Subsidiaries. The authorized stock of the Company consists of 1,500,000,000 shares of Common Stock and 50,000,000 shares of preferred stock, par value $0.001, of the Company (the “"Preferred Stock”"). As of the date hereof, (a) 7,000,000 shares of Series A Preferred Stock are issued and or outstanding, 7,254,997 250,000 shares of Series E C Preferred Stock are issued and outstanding and have no voting rights, and 2,285,714 shares of Series D Preferred Stock are issued and outstanding, (b) 24,027,924 [14,819,691] shares of Common Stock are issued and outstanding, (c) 12,468,025 [__________] shares of Common Stock are reserved for or subject to issuance. Schedule 3.6 sets forth a true and correct list of all outstanding rights, options or warrants to purchase shares of any class or series of stock of the Company (collectively, the “"Company Options”") and a true and correct list of each of the Company’s 's stock option, incentive, purchase or other plans pursuant to which options or warrants to purchase stock of the Company may be issued (collectively, the “"Existing Plans”"). Except as set out on Schedule 3.6 and for (i) shares of Common Stock issuable pursuant to the exercise of outstanding Company Options, and (ii) shares of Common Stock issuable upon conversion of the Series A Preferred Stock, the Series C Preferred Stock, or the Series E D Preferred Stock, (iii) securities issuable upon conversion of the Convertible Promissory Note, dated May 10, 2012, (the “MxXxxxx Note”), there are no shares of Common Stock or any other equity security of the Company issuable upon conversion or exchange of any security of the Company or any of its Subsidiaries nor any rights, options or warrants outstanding or other agreements to acquire shares of stock of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is contractually obligated to issue any shares of stock or to purchase, redeem or otherwise acquire any of its outstanding shares of stockstock other than shares of Series D Preferred Stock pursuant to its terms. Neither the Company nor any of its Subsidiaries has created any “"phantom stock,” " stock appreciation rights or other similar rights the value of which is related to or based upon the price or value of the Common Stock. Neither the Company nor any of its Subsidiaries has outstanding debt or debt instruments providing for voting rights with respect to the Company or such Subsidiary to the holders thereof. Other than pursuant to the Investor Rights Agreement, no stockholder of the Company or any of its Subsidiaries or other Person is entitled to any preemptive or similar rights to subscribe for shares of stock of the Company or any of its Subsidiaries. All of the issued and outstanding shares of Common Stock and Preferred Stock are duly authorized, validly issued, fully paid, and nonassessable. Other than pursuant to the Employment Agreements Agreement between the Company and MxXxxxx and Song, respectivelyXxxxx XxXxxxx, neither the Company nor any of its Subsidiaries has granted to any Person the right to demand or request that the Company or such Subsidiary effect a registration under the Securities Act of any securities held by such Person or to include any securities of such Person in any such registration by the Company or such Subsidiary. Immediately following the Closing and the Contemplated Transactions, the shares of Common Stock issuable upon conversion of the Series E Preferred Stock that will be issued to the Purchaser under this Agreement will represent, in the aggregate, no less than [___]% of the outstanding capital stock of the Company on a Fully Diluted Basis, and the voting power of such issued shares of Series E Preferred Stock will represent, in the aggregate, no less than [___]% of the total number of votes able to be cast on any matter by Voting Securities of the Company on a Fully Diluted Basis.