Common use of Capitalization of US WIRELESS; Title to the Shares Clause in Contracts

Capitalization of US WIRELESS; Title to the Shares. The authorized capital stock of US WIRELESS consists of 100,000,000 shares of Common Stock, par value $.001 per share, of which 51,214,575 shares are outstanding as of the date hereof (the "US WIRELESS Shares"). The “Class A” Preferred Shares consist of 5,000,000 authorized shares. As of 4-4-05, U.S. Wireless has authorized but not issued 5,000,000 of “Class B” Preferred Shares. All of the outstanding shares of capital stock have been duly authorized and validly issued, and are fully paid and non-assessable and no personal liability attaches to the ownership thereof. The US WIRELESS Shares are the sole outstanding shares of capital stock of US WIRELESS, and there are outstanding options, warrants, agreements, commitments, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire any of the shares of capital stock or any un-issued or treasury shares of capital stock of US WIRELESS as identified in the Company’s filings with the SEC.

Capitalization of US WIRELESS; Title to the Shares. The authorized capital stock of US WIRELESS consists of 100,000,000 shares of Common Stock, par value $.001 per share, of which 51,214,575 60,431,715 shares are outstanding as of the date hereof (the "US WIRELESS Shares"). The “Class A” Preferred Shares consist of 5,000,000 authorized shares. As of 4-4-05, U.S. Wireless has authorized but not issued 5,000,000 of “Class B” Preferred Shares. All of the outstanding shares of capital stock have been duly authorized and validly issued, and are fully paid and non-assessable and no personal liability attaches to the ownership thereof. The US WIRELESS Shares are the sole outstanding shares of capital stock of US WIRELESS, and there are outstanding options, warrants, agreements, commitments, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire any of the shares of capital stock or any un-issued or treasury shares of capital stock of US WIRELESS as identified in the Company’s filings with the SEC.

Capitalization of US WIRELESS; Title to the Shares. The authorized capital stock of US WIRELESS consists of 100,000,000 shares of Common Stock, par value $.001 per share, of which 51,214,575 shares are outstanding and 5,000,000 shares of Class A Preferred Stock are outstanding as of the date hereof (the "US WIRELESS Shares"). The “Class A” Preferred Shares consist of 5,000,000 authorized shares. As of 4-4-05, U.S. Wireless has authorized but not issued 5,000,000 of “Class B” Preferred Shares. All of the outstanding shares of capital stock have been duly authorized and validly issued, and are fully paid and non-assessable and no personal liability attaches to the ownership thereof. The US WIRELESS Shares are the sole outstanding shares of capital stock of US WIRELESS, and there are outstanding options, warrants, agreements, commitments, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire any of the shares of capital stock or any un-issued or treasury shares of capital stock of US WIRELESS as identified in the Company’s filings with the SEC.

Capitalization of US WIRELESS; Title to the Shares. The authorized capital stock of US WIRELESS consists of 100,000,000 shares of Common Stock, par value $.001 per share, of which 51,214,575 25,771,520 shares are outstanding as of the date hereof (the "US WIRELESS Shares"). The “Class A” Preferred Shares consist of 5,000,000 authorized shares. As of 4-4-05, U.S. Wireless has authorized but not issued 5,000,000 of “Class B” Preferred Shares. All of the outstanding shares of capital stock have been duly authorized and validly issued, and are fully paid and non-assessable nonassessable and no personal liability attaches to the ownership thereof. The US WIRELESS Shares are the sole outstanding shares of capital stock of US WIRELESS, and there are outstanding options, warrants, agreements, commitments, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire any of the shares of capital stock or any un-issued unissued or treasury shares of capital stock of US WIRELESS as identified in the Company’s filings with the SEC.