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 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 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 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.

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 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.