Common use of Capitalization of TPTG; Common Stock Clause in Contracts

Capitalization of TPTG; Common Stock. (a) As of date hereof, the authorized capital stock of TPTG consists of 1,000,000,000 shares of common stock, of which approximately 136,000,000 shares were issued and outstanding. All of the outstanding shares of TPTG's common stock have been duly authorized and validly issued and are fully paid and non-assessable. As of the date hereof a total of 100,000,000 preferred shares have been authorized of which 1,000,000 preferred shares have been designated Series A Preferred Shares and is currently issued and outstanding, and 3,000,000 preferred shares have been designated as Series B Preferred Shares of which 2,588,693 are currently issued and outstanding. (b) If and when issued in accordance with the provisions hereof, all of the underlying shares of common stock into which the Series B Preferred Stock would be converted, will be duly authorized and validly issued shares of TPTG, and will be fully paid and non-assessable. If and when issued to Shareholders in accordance with the provisions of the Convertible Promissory Note, none of the shares of common stock will be issued in violation of the preemptive or preferential rights of any holder of TPTG's capital stock or in violation of the registration provisions of the Securities Act of 1933 or applicable state securities or blue sky laws. At all times while any principal balance of the Convertible Promissory Note is unpaid, TPTG will have reserved a sufficient number of shares of common stock for the purpose of issuance pursuant to the provisions of the Convertible Promissory Note.

Capitalization of TPTG; Common Stock. (a) As of date hereof, the authorized capital stock of TPTG consists of 1,000,000,000 shares of common stock, of which approximately 136,000,000 136,953,904 shares were issued and outstanding. All of the outstanding shares of TPTG's common stock have been duly authorized and validly issued and are fully paid and non-assessablenonassessable. As of .of the date hereof a total of 100,000,000 preferred shares have been authorized of which 1,000,000 preferred shares have been designated Series A Preferred Shares and is currently are deemed issued and outstanding, and 3,000,000 preferred shares have been designated as 2,588,693 Series B Preferred Shares of which 2,588,693 are currently deemed issued and outstanding. (b) If and when issued in accordance with the provisions hereof, all of the underlying shares of common stock into which the Series B Preferred Stock would to be converted, issued to Seller will be duly authorized and validly issued shares of TPTG, and will be fully paid and non-assessablenonassessable. If and when issued to Shareholders Seller in accordance with the provisions of the Convertible Promissory Note, none of the shares of common stock will be issued in violation of the preemptive or preferential rights of any holder of TPTG's capital stock or in violation of the registration provisions of the Securities Act of 1933 or applicable state securities or blue sky laws. At all times while any principal balance of the Convertible Promissory Note is unpaid, TPTG will have reserved a sufficient number of shares of common stock for the purpose of issuance pursuant to the provisions of the Convertible Promissory Note.

Capitalization of TPTG; Common Stock. (a) As of the date hereof, the authorized capital stock of TPTG consists of 1,000,000,000 shares of common stock, and 100,000,000 shares of Preferred stock of which approximately 136,000,000 136,753,905 common shares, 1,000,000 shares were of Series A Convertible Preferred shares and 1,545,000 shares of Series B Convertible Preferred Shares are issued and outstanding. All of the outstanding shares of TPTG's ’s common and Preferred stock have been duly authorized and validly issued and are fully paid and non-assessable. As of the date hereof a total of 100,000,000 preferred shares have been authorized of which 1,000,000 preferred shares have been designated Series A Preferred Shares and is currently issued and outstanding, and 3,000,000 preferred shares have been designated as Series B Preferred Shares of which 2,588,693 are currently issued and outstandingnonassessable. (b) If and when issued in accordance with the provisions hereof, all of the underlying shares of common stock into which the Series B Preferred Stock would Convertible stock to be converted, issued to Interest Holders will be duly authorized and validly issued shares of TPTG, and will be fully paid and non-assessablenonassessable. If and when issued to Shareholders Interest Holders in accordance with the provisions of the Convertible Promissory Notehereof, none of the shares of common stock will be issued in violation of the preemptive or preferential rights of any holder of TPTG's ’s capital stock or in violation of the registration provisions of the Securities Act of 1933 or applicable state securities or blue sky laws. At all times while any principal balance conversion rights of the Convertible Promissory Note is unpaidPreferred Stock of any series remain open, TPTG will have reserved a sufficient number of shares of common stock for the purpose of issuance pursuant to the provisions of the Convertible Promissory Noteconversion provisions.

Capitalization of TPTG; Common Stock. (a) As of date hereof, the authorized capital stock of TPTG consists of 1,000,000,000 shares of common stock, of which approximately 136,000,000 136,953,904 shares were issued and outstanding. All of the outstanding shares of TPTG's common stock have been duly authorized and validly issued and are fully paid and non-assessablenonassessable. As of the date hereof a total of 100,000,000 preferred shares have been authorized of which 1,000,000 preferred shares have been designated Series A Preferred Shares and is currently are deemed issued and outstanding, and 3,000,000 preferred shares have been designated as 2,588,693 Series B Preferred Shares of which 2,588,693 are currently deemed issued and outstanding. (b) If and when issued in accordance with the provisions hereof, all of the underlying shares of common stock into which the Series B Preferred Stock would to be converted, issued to Owners will be duly authorized and validly issued shares of TPTG, and will be fully paid and non-assessablenonassessable. If and when issued to Shareholders Owners in accordance with the provisions of the Convertible Promissory Note, none of the shares of common stock will be issued in violation of the preemptive or preferential rights of any holder of TPTG's capital stock or in violation of the registration provisions of the Securities Act of 1933 or applicable state securities or blue blue-sky laws. At all times while any principal balance of the Convertible Promissory Note is unpaid, TPTG will have reserved a sufficient number of shares of common stock for the purpose of issuance pursuant to the provisions of the Convertible Promissory Note.