Common use of Capitalization; Ownership of Shares Clause in Contracts

Capitalization; Ownership of Shares. The authorized capital stock of SELLER consists of 90,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”), and 10,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”). As of October 31, 2017, there are 40,217,090 shares of Common Stock issued and/or issuable on a fully diluted basis, as follows: 29,001,486 shares of Common Stock are issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable and were not issued in violation of any preemptive rights, (ii) 4,233,666 shares of Common Stock issuable upon exercise of outstanding warrants and stock options; (iii) 2,841,930 shares of Common Stock issuable upon conversion of the Series A Convertible Preferred Stock and (iv) 4,140,008 shares of Common Stock issuable upon conversion of the Series B Convertible Preferred Stock (collectively the “Securities”). As of October 31, 2017, there are 4,810,154 shares of Preferred Stock issued and outstanding, consisting of 1,705,154 shares of Series A Convertible Preferred Stock and 3,105,000 shares of Series B Convertible Preferred Stock. Except for the transactions contemplated hereby and as described herein or in the SELLER’S SEC FILINGS (as defined below), there are no outstanding options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the Common Stock or obligating SELLER to issue or sell any shares of Common Stock, or any other interest in, SELLER. All outstanding shares of capital stock of SELLER were issued, sold and delivered in material compliance with all applicable federal and state securities laws. No person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by this Agreement or otherwise. The issue and sale of the Shares will not obligate SELLER to issue shares of Common Stock or other securities to any person (other than the PURCHASERS) and will not result in a right of any holder of SELLER securities to adjust the exercise, conversion, exchange or reset price under such securities.

Capitalization; Ownership of Shares. The authorized capital stock of SELLER ----------------------------------- Parent consists of 90,000,000 (i) 352,883,506 shares of common stock of which 100 million shares are designated as shares of Class A common stock, par value $0.001 .01 per share (the “"Parent Class A Common Stock”"), 250 million shares are designated as shares of Parent Class B Common Stock, 2,883,506 shares are designated as shares of Class C common stock, par value $.01 per share ("Parent Class C Common Stock"), and 10,000,000 (ii) 2 million shares of preferred stock, par value $0.001 .01 per share share, of Parent (the “"Parent Preferred Stock”" and, together with Parent Class A Common Stock, Parent Class B Common Stock and Parent Class C Common Stock, "Parent Capital Shares"). As of October 31May 4, 20171999, there are 40,217,090 63,175,984 shares of Parent Class A Common Stock were issued and/or issuable on a fully diluted basisand outstanding and no shares thereof were held in treasury, as follows: 29,001,486 9,247,109 shares of Parent Class B Common Stock are were issued and outstandingoutstanding no shares thereof were held in treasury, all no shares of which are Parent Class C Common Stock were issued and outstanding or held in treasury, and no shares of Parent Preferred Stock were outstanding or held in treasury. All of the Parent Capital Shares have been duly authorized, validly issued, fully paid and nonassessable and were free of preemptive rights with no liability attaching to the ownership thereof. As of the date of this Agreement, except pursuant to this Agreement, the outstanding Parent Class A Common Stock, the obligation to issue Class B Common Stock to the equity holders of Xxxxx.xxx upon the closing of the acquisition of that company by the Parent or its wholly-owned subsidiary and the terms of stock options issued pursuant to the 1998 Employee Stock Purchase Plan and the CitySearch, Inc. 1996 Stock Option Plan as in effect as of the date hereof (the "Parent Stock Plans"), the Parent does not issued in violation have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any preemptive rightscharacter calling for the purchase or issuance of any shares of Parent Capital Stock or any other equity securities of Parent or any securities representing the right to purchase or otherwise receive any Parent Capital Shares. As of the date hereof, no Parent Capital Shares were reserved for issuance, except for (i) shares of Parent Class B Common Stock reserved for issuance upon the exercise of stock options pursuant to the Parent Stock Plans, (ii) 4,233,666 shares of Parent Class B Common Stock issuable upon exercise of outstanding warrants and stock options; (iii) 2,841,930 shares of Common Stock issuable reserved for issuance upon conversion of the Series A Convertible Preferred Stock and (iv) 4,140,008 shares of Common Stock issuable upon conversion of the Series B Convertible Preferred Stock (collectively the “Securities”). As of October 31, 2017, there are 4,810,154 shares of Preferred Stock issued and outstanding, consisting of 1,705,154 shares of Series A Convertible Preferred Stock and 3,105,000 shares of Series B Convertible Preferred Stock. Except for the transactions contemplated hereby and as described herein or in the SELLER’S SEC FILINGS (as defined below), there are no outstanding options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the Common Stock or obligating SELLER to issue or sell any shares of Common Stock, or any other interest in, SELLER. All outstanding shares of capital stock Parent Class A Common Stock; and (iii) shares reserved for issuance or which Parent otherwise is committed to issue in respect of SELLER were issued, sold and delivered in material compliance with all applicable federal and state securities laws. No person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by this Agreement or otherwisea definitive agreement to acquire Xxxxx.xxx. The issue and sale of the Shares will Since May 4, 1999, Parent has not obligate SELLER to issue issued any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock, except for options issued in the ordinary course of business and shares of Class B Common Stock or other securities to any person (other than issued upon the PURCHASERS) and will not result routine exercise of options issued in a right of any holder of SELLER securities to adjust the exercise, conversion, exchange or reset price under such securitiesordinary course.

Capitalization; Ownership of Shares. The authorized capital stock of SELLER consists of 90,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”), Stock and 10,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”). As of October December 31, 20172016, there are 40,217,090 approximately 30,762,034 shares of Common Stock issued and/or issuable on a fully diluted basis, as follows: 29,001,486 (i) 24,996,438 shares of Common Stock are issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable and were not issued in violation of any preemptive rights, (ii) 4,233,666 approximately 2,923,666 shares of Common Stock issuable upon exercise of outstanding warrants warrants; and stock options; (iii) 2,841,930 shares of Common Stock issuable upon conversion of the Series A Convertible Preferred Stock and (iv) 4,140,008 shares of Common Stock issuable upon conversion of the Series B Convertible Preferred Stock (collectively the “Securities”). As of October 31, 2017, there are 4,810,154 shares of Preferred Stock issued and outstanding, consisting of 1,705,154 shares of Series A Convertible Preferred Stock and 3,105,000 shares of Series B Convertible Preferred Stock. Except for the transactions contemplated hereby and as described herein or in the SELLER’S SEC FILINGS (as defined below)herein, there are no outstanding options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the Common Stock or obligating SELLER to issue or sell any shares of Common Stock, or any other interest in, SELLER. All outstanding shares of capital stock of SELLER were issued, sold and delivered in material compliance with all applicable federal and state securities lawslaws and the similar laws of other foreign jurisdictions as may be applicable. No person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by this Agreement the Placement or otherwise. The issue and sale of the Preferred Shares will not obligate SELLER to issue shares of Common Stock or other securities to any person (other than the PURCHASERS) and will not result in a right of any holder of SELLER securities to adjust the exercise, conversion, exchange or reset price under such securities.

Capitalization; Ownership of Shares. (a) The authorized capital stock of SELLER consists Newco at the Closing will consist of 90,000,000 15,000,000 shares of common stock, par value $0.001 per share (the “Newco Common Stock”, of which 2,800,000 shares are intended to be issued and outstanding as of the Closing (which, for purposes of this Section 4.4, shall be deemed to include any Subsequent Closing), and 10,000,000 5,0000,000 shares of preferred stock, par value $0.001 .01 per share (the “"Newco Preferred Stock”" and, together with Newco Common Stock, the "Capital Stock"), 2,000,000 shares of which are designated as the Series A Shares, of which 700,000 shares are intended to be issued and outstanding as of the Closing (which, for purposes of this Section 4.4, shall be deemed to include any Subsequent Closing). As of October 31, 2017the Closing Date, there are 40,217,090 will be issued and outstanding Warrants to purchase 2,100,000 shares of Newco Common Stock issued and/or issuable on a fully diluted basis, as follows: 29,001,486 Stock. All the outstanding shares of Common the Capital Stock are have been duly issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable non-assessable and were not issued in violation compliance with all applicable state and federal Laws concerning the issuance of any preemptive securities. The rights, (ii) 4,233,666 shares of Common Stock issuable upon exercise of outstanding warrants preferences, privileges and stock options; (iii) 2,841,930 shares of Common Stock issuable upon conversion restrictions of the Series A Convertible Shares are as stated in Newco's Certificate of Designation for the Series A Shares. Except as set forth in the Subscription Agreement, dated as of the date hereof (the "Subscription Agreement") or the Stockholders Agreement, holders of shares of Newco Common Stock, Newco Preferred Stock and (iv) 4,140,008 shares of Common Stock issuable upon conversion of the Series B Convertible Preferred Stock (collectively the “Securities”). As of October 31, 2017, there are 4,810,154 shares of Preferred Stock issued and outstanding, consisting of 1,705,154 shares of Series Senior A Convertible Preferred Stock and 3,105,000 shares of Series B Convertible Preferred StockShares have no preemptive rights. Except for the transactions contemplated hereby by this Agreement, the Subscription Agreement, the Stockholders Agreement and as described herein or in the SELLER’S SEC FILINGS (as defined below)Warrants, there are (i) no outstanding warrants, options, warrants, convertible securities or other rights, agreements, arrangements rights to subscribe for or commitments relating to the Common Stock or obligating SELLER to issue or sell purchase any shares of Common Stock, or any other interest in, SELLER. All outstanding shares of capital stock of SELLER were issued, sold and delivered in material compliance with all applicable federal and state securities laws. No person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by this Agreement or otherwise. The issue and sale of the Shares will not obligate SELLER to issue shares of Common Capital Stock or other securities from Newco, (ii) no voting trusts or voting agreements among, or irrevocable proxies executed by, stockholders of Newco, (iii) no existing rights of stockholders to require Newco to register any person securities of Newco or to participate with Newco in any registration by Newco of its securities, (iv) no agreements among the stockholders providing for the purchase or sale of Newco's Capital Stock and (v) no obligations of Newco to purchase, redeem or otherwise acquire any shares of its Capital Stock or any interest therein or to pay any dividend or make any other than the PURCHASERS) and will not result distribution in a right of any holder of SELLER securities to adjust the exercise, conversion, exchange or reset price under such securitiesrespect thereof.

Capitalization; Ownership of Shares. The authorized capital stock of SELLER the Company consists of 90,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”), and 10,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”). As of October 31, 2017, there are 40,217,090 50,000,000 shares of Common Stock issued and/or issuable on a fully diluted basisand 5,000,000 shares of Preferred Stock. As of the date hereof, as follows: 29,001,486 (i) 12,837,500 shares of Common Stock are issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable and were not issued in violation of any preemptive rights, (ii) 4,233,666 3,255.375 shares of Series A Preferred Stock are issued and outstanding and convertible into approximately 3,831,576 shares of Common Stock, all of which are duly authorized, validly issued, fully paid and nonassessable and were not issued in violation of any preemptive rights; (iii) approximately 3,831,576 shares of Common Stock issuable upon exercise of outstanding warrants and stock optionsClass A Warrants; (iiiiv) 2,841,930 3,146 shares of Series B Preferred Stock are issued and outstanding and convertible into approximately 2,525,842 shares of Common Stock; (v) approximately 2,525,842 shares of Common Stock issuable upon conversion exercise of outstanding Class B Warrants; (vi) approximately 1,907,226 shares issuable upon exercise of outstanding Placement Agent Units; (vii) 400,000 shares issuable upon exercise of warrants authorized to the Series A Convertible Preferred Stock Company’s manufacturer of curcumin; and (ivviii) 4,140,008 570,000 shares of Common Stock issuable upon conversion exercise of the Series B Convertible Preferred Stock (collectively the “Securities”). As of October 31, 2017, there are 4,810,154 shares of Preferred Stock issued and outstanding, consisting of 1,705,154 shares of Series A Convertible Preferred Stock and 3,105,000 shares of Series B Convertible Preferred Stock570,000 outstanding stock options. Except for the transactions contemplated hereby and as described herein or in the SELLER’S SEC FILINGS (as defined below)Memorandum, there are no outstanding options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the Common Stock or obligating SELLER the Company to issue or sell any shares of Common Stock, or any other interest in, SELLERthe Company. All outstanding shares of capital stock of SELLER the Company were issued, sold and delivered in material compliance with all applicable federal Federal and state securities lawslaws and the similar laws of other foreign jurisdictions as may be applicable. No person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by this Agreement Offering or otherwise. The issue and sale of the Shares Units will not obligate SELLER the Company to issue shares of Common Stock or other securities to any person (other than the PURCHASERSSubscribers) and will not result in a right of any holder of SELLER Company securities to adjust the exercise, conversion, exchange or reset price under such securities.

Capitalization; Ownership of Shares. The authorized capital stock of SELLER the Company consists of 90,000,000 (i) 244,000 shares of common stockCommon Stock, par value $0.001 .01 per share (the “"Common Stock”"), of which 242,500 shares are issued and 10,000,000 outstanding and constitute the Shares; (ii) 1,000 shares of preferred stockClass A Preferred Stock, par value $0.001 .01 per share (the “"Class A Preferred Stock”"). As of October 31, 2017, there are 40,217,090 shares of Common Stock issued and/or issuable on a fully diluted basis, as follows: 29,001,486 shares of Common Stock are issued and outstanding, all of which 1,000 shares are duly authorizedissued and outstanding as of the date hereof and all of which shall be redeemed out of the Net Transaction Consideration at the Closing; and (iii) 1,000 shares of Class B Preferred Stock, par value $.01 per share (the "Class B Preferred Stock"), all of which 1,000 shares are issued and outstanding as of the date hereof and all of which shall be redeemed out of the Net Transaction Consideration at the Closing. All of the Shares are owned of record by the Sellers as set forth on Schedule I hereto and all of the shares of the Class A Preferred Stock and the Class B Preferred Stock are owned of record by the Sellers as set forth on Schedule II hereto. All of such Shares and Class A Preferred Stock and Class B Preferred Stock are validly issued, fully paid and nonassessable non-assessable. There are no securities of the Company presently outstanding, and were at the Closing there will not issued in violation be any securities of the Company outstanding, which are convertible into, exchangeable for, or carrying the right to acquire, equity securities of the Company, or any subscriptions, preemptive rights, (ii) 4,233,666 shares of Common Stock issuable upon exercise of outstanding warrants and stock options; (iii) 2,841,930 shares of Common Stock issuable upon conversion of the Series A Convertible Preferred Stock and (iv) 4,140,008 shares of Common Stock issuable upon conversion of the Series B Convertible Preferred Stock (collectively the “Securities”). As of October 31warrants, 2017, there are 4,810,154 shares of Preferred Stock issued and outstanding, consisting of 1,705,154 shares of Series A Convertible Preferred Stock and 3,105,000 shares of Series B Convertible Preferred Stock. Except for the transactions contemplated hereby and as described herein or in the SELLER’S SEC FILINGS (as defined below), there are no outstanding options, warrantscalls, convertible securities, registration or other rights or other arrangements or commitments obligating the Company to issue, transfer or dispose of any of its equity securities or other rights, agreements, arrangements equity interests or commitments relating any ownership interest therein. The consummation of the transaction contemplated hereby will convey to the Common Stock or obligating SELLER Buyer good title to issue or sell the Shares, free and clear of all Liens, except for any shares of Common Stock, or any other interest in, SELLER. All outstanding shares of capital stock of SELLER were issued, sold Liens created by the Buyer and delivered in material compliance with all restrictions on transfer by the Buyer imposed by applicable federal and state securities laws. No person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in and will effect the transactions contemplated by this Agreement or otherwise. The issue and sale redemption of the Shares will not obligate SELLER to issue shares of Common Class A Preferred Stock or other securities to any person (other than and the PURCHASERS) and will not result in a right of any holder of SELLER securities to adjust the exercise, conversion, exchange or reset price under such securitiesClass B Preferred Stock.

Capitalization; Ownership of Shares. The authorized capital stock of SELLER consists of 90,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”), Stock and 10,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”). As of October December 31, 20172016, there are 40,217,090 approximately 30,762,034 shares of Common Stock issued and/or issuable on a fully diluted basis, as follows: 29,001,486 (i) 24,996,438 shares of Common Stock are issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable and were not issued in violation of any preemptive rights, (ii) 4,233,666 approximately 2,923,666 shares of Common Stock issuable upon exercise of outstanding warrants warrants; and stock options; (iii) 2,841,930 shares of Common Stock issuable upon conversion of the Series A Convertible Preferred Stock and (iv) 4,140,008 shares of Common Stock issuable upon conversion of the Series B Convertible Preferred Stock (collectively the “Securities”). As of October 31, 2017, there are 4,810,154 shares of Preferred Stock issued and outstanding, consisting of 1,705,154 shares of Series A Convertible Preferred Stock and 3,105,000 shares of Series B Convertible Preferred Stock. Except for the transactions contemplated hereby and as described herein or in the SELLER’S SEC FILINGS (as defined below)herein, there are no outstanding options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the Common Stock or obligating SELLER to issue or sell any shares of Common Stock, or any other interest in, SELLER. All outstanding shares of capital stock of SELLER were issued, sold and delivered in material compliance with all applicable federal and state securities lawslaws and the similar laws of other foreign jurisdictions as may be applicable. No person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by this Agreement the Placement or otherwise. The issue and sale of the Preferred Shares will not obligate SELLER to issue shares of Common Stock or other securities to any person (other than the PURCHASERS) and will not result in a right of any holder of SELLER securities to adjust the exercise, conversion, exchange or reset price under such securities.

Capitalization; Ownership of Shares. The authorized capital stock of SELLER the Parent Company consists of 90,000,000 190,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”), Stock and 10,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”). As of October 31September 30, 20172014, there are 40,217,090 were 36,951,165 shares of Common Stock issued and/or issuable on a fully diluted basis, as follows: 29,001,486 shares of Common Stock are issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable and were not issued in violation of any preemptive rights, ; and (ii) 4,233,666 no shares of the Preferred Stock are issued and outstanding and (iii) 1,048,315 warrants exercisable at $0.40 per share are issued which expire at various times between September 2017 and May 2019 and (iv) the allowance of up to 3,000,000 shares of Common Stock issuable upon exercise to be issued in exchange for services. In the event the Parent Company files a registration statement for the Company, the authorized capital stock of outstanding warrants and stock options; (iii) 2,841,930 the Company will consist of 250,000,000 shares of Common Stock issuable upon conversion and 10,000,000 shares of Preferred stock. The Parent Company will cause to have issued one share of Common Stock of the Series A Convertible Preferred Company for each share of common stock outstanding in the Parent Company as of the date above. As a result, prior to the completion of this offering there will be a total of 36,900,000 shares of the Company’s Common Stock issued or reserved to be issued as part of the Company’s capitalization and (iv) 4,140,008 the allowance of up to 3,000,000 shares of Common Stock issuable upon conversion of the Series B Convertible Preferred Stock (collectively the “Securities”)to be issued in exchange for services. As of October 31, 2017, there are 4,810,154 shares of Preferred Stock issued and outstanding, consisting of 1,705,154 shares of Series A Convertible Preferred Stock and 3,105,000 shares of Series B Convertible Preferred Stock. Except for the transactions contemplated hereby and as described herein or in the SELLER’S SEC FILINGS (as defined below)Memorandum, there are no outstanding options, warrantswarrants (other than as described), c convertible securities or other rights, agreements, arrangements or commitments relating to the Common Stock or obligating SELLER the Company or the Parent Company to issue or sell any shares of Common Stock, or any other interest in, SELLERthe Company. All outstanding shares of capital stock of SELLER the Company were issued, sold and delivered in material compliance with all applicable federal Federal and state securities lawslaws and the similar laws of other foreign jurisdictions as may be applicable. No person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by this Agreement Offering or otherwise. The issue and sale of the Shares Notes will not obligate SELLER the Company to issue shares of Common Stock or other securities to any person (other than the PURCHASERSSubscribers) and will not result in a right of any holder of SELLER Company securities to adjust the exercise, conversion, exchange or reset price under such securities.

Capitalization; Ownership of Shares. The authorized capital stock of SELLER consists of 90,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”), Stock and 10,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”). As of October 31April 25, 20172016, there are 40,217,090 approximately 25,253,347 shares of Common Stock issued and/or issuable on a fully diluted basis, as follows: 29,001,486 (i) 22,031,396 shares of Common Stock are issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable and were not issued in violation of any preemptive rights, (ii) 4,233,666 approximately 1,946,166 shares of Common Stock issuable upon exercise of outstanding warrants warrants; and stock options; (iii) 2,841,930 1,275,785 shares of Common Stock issuable upon conversion of the Series A Convertible Preferred Stock and (iv) 4,140,008 shares of Common Stock issuable upon conversion of the Series B Convertible Preferred Stock certain promissory notes (collectively the “Securities”). As of October 31, 2017, there are 4,810,154 shares of Preferred Stock issued and outstanding, consisting of 1,705,154 shares of Series A Convertible Preferred Stock and 3,105,000 shares of Series B Convertible Preferred Stock. Except for the transactions contemplated hereby and as described herein or in the SELLER’S SEC FILINGS (as defined below)herein, there are no outstanding options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the Common Stock or obligating SELLER to issue or sell any shares of Common Stock, or any other interest in, SELLER. All outstanding shares of capital stock of SELLER were issued, sold and delivered in material compliance with all applicable federal and state securities lawslaws and the similar laws of other foreign jurisdictions as may be applicable. No person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by this Agreement the Placement or otherwise. The issue and sale of the Preferred Shares will not obligate SELLER to issue shares of Common Stock or other securities to any person (other than the PURCHASERS) and will not result in a right of any holder of SELLER securities to adjust the exercise, conversion, exchange or reset price under such securities.