Common use of Capitalization; Status of Capital Stock Clause in Contracts

Capitalization; Status of Capital Stock. As of November 30, 1997, the authorized capital stock of the Company consisted of (i) 25,000,000 shares of Common Stock, par value $.001 per share, and (ii) 1,500,000 shares of Preferred Stock, without par value, of which 12,195,819 shares of Common Stock were issued and outstanding and 1,670,425 shares reserved for issuance (not including shares reserved for issuance in connection with the transactions contemplated hereby) and no shares of Preferred Stock were issued or outstanding. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. With the exception of the Shares, the Warrants, the Contingent Warrants, options to purchase 1,385,825 shares of Common Stock granted to directors, officers and other employees of the Company, options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plans, no options, warrants, subscriptions or rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorized, issued or outstanding. None of the Company's outstanding securities or authorized capital stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other person. To the Company's knowledge, and except as contemplated by this Agreement and as set forth in Schedule 2.5, there are no agreements, understandings, trusts or collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company. The offer and sale of all capital stock and other securities of the Company issued prior to the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect thereto.

Capitalization; Status of Capital Stock. As of November 30, 1997the Closing, the Company will have a total authorized capital stock of the Company consisted capitalization consisting of (i) 25,000,000 1,800,000 shares of Common Stock, $.01 par value $.001 per sharevalue, and (ii) 1,500,000 shares of Preferred Stock, without $.01 par value, of which 12,195,819 (A) 1,000,000 shares will be designated as Series A Preferred Stock, and (B) 500,000 shares will be designated as Series B Preferred Stock. As of the Closing, (i) 200,000 shares of Common Stock were will be issued and outstanding outstanding, (ii) 860,000 shares of Series A Preferred Stock will be issued and 1,670,425 shares reserved for issuance (not including shares reserved for issuance in connection with outstanding, and, without giving effect to the transactions contemplated hereby, (iii) and no shares of Series B Preferred Stock were will be issued or outstanding. A complete list of the capital stock of the Company which has been previously issued and the names in which such capital stock is registered on the stock transfer book of the Company is set forth in Exhibit 3.17 hereto. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. With The Preferred Shares when issued and delivered in accordance with the exception of terms hereof, will be duly authorized, validly issued, fully-paid and non-assessable. Except for the Shares, Safeguard Warrants and the Warrants, the Contingent Warrants, options to purchase 1,385,825 250,000 shares of Common Stock granted to directors, officers and other employees that will be reserved for issuance upon exercise of the Company, stock options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plansas further set forth in Exhibit 3.17, no options, warrants, subscriptions or purchase rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares or rights to acquire any of its capital stock or other securities except as contemplated by this Agreement. None of the Company's outstanding securities or authorized capital stock or the Preferred Stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholdershareholder, or any other person. To Person, except pursuant to the Company's knowledgeprovisions of (i) the Safeguard Warrants, (ii) the Safeguard Purchase Agreement, and except as contemplated by this Agreement (iii) the Voting and Stock Restriction Agreement. Except as set forth in Schedule 2.5Exhibit 3.17, there are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by relevant federal and state securities laws and as otherwise contemplated by or disclosed in this Agreement. Except as set forth in Exhibit 3.17, there are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company. The offer and sale of all capital stock and other securities of the Company issued prior to before the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect thereto.

Capitalization; Status of Capital Stock. As of November 30, 1997, the The Company has a total authorized capital stock of the Company consisted capitalization consisting of (i) 25,000,000 seven million three hundred thousand (7,300,000) shares of Common Stock, par value $.001 per share, of which five million two hundred twelve thousand four hundred ninety-nine (5,212,499) shares are issued and outstanding on the date hereof; and (ii) 1,500,000 1,290,679 shares of preferred stock, par value $.001 per share, all of which shares are designated as Series A Preferred Stock, without par value, of which 12,195,819 no shares of Common Stock were are issued and outstanding and 1,670,425 shares reserved for issuance (not including shares reserved for issuance in connection with on the date hereof, without giving effect to the transactions contemplated hereby) . A complete list of the capital stock of the Company which has been previously issued and no shares the names in which such capital stock is registered on the stock transfer books of Preferred Stock were issued or outstandingthe Company is set forth in Exhibit 3.15 of the Disclosure Schedule. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. With The Series A Preferred Stock, when issued and delivered in accordance with the exception terms hereof and after payment of the purchase price therefor, and the Converted Shares, the Warrants, the Contingent Warrants, options to purchase 1,385,825 shares of Common Stock granted to directors, officers when issued and other employees delivered upon conversion of the CompanySeries A Preferred Stock, options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer will be duly authorized, validly issued, fully-paid and non-assessable. Except as set forth in Exhibit 3.15 of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plansDisclosure Schedule, no preemptive, conversion or other rights, options, warrants, subscriptions or purchase rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorized, issued or outstanding. None , nor is the Company obligated in any other manner to issue shares of the Company's outstanding securities or authorized its capital stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other person. To the Company's knowledge, and securities except as contemplated by this Agreement and the Financing Documents. Except as set forth in Schedule 2.5Exhibit 3.15 of the Disclosure Schedule, there are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement, the Shareholders Agreement, the Investor Rights Agreement and the Registration Rights Agreement. Other than as set forth in the Financing Documents, there are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company. The offer and sale of all capital stock and other securities of the Company issued prior to before the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect thereto.

Capitalization; Status of Capital Stock. As of November 30, 1997, the The authorized capital stock of the Company consisted consists of (i) 25,000,000 2,280,000 shares of Common Preferred Stock, par value $.001 per shareall of which have been designated Series A Convertible Preferred Stock, and (ii) 1,500,000 10,000,000 shares of Common Stock. Immediately prior to the Closing, 7,500,000 shares of the Company's Common Stock will be issued and outstanding, and no shares of Series A Convertible Preferred StockStock will have been issued. All issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, without par valueare fully paid, and non-assessable, and were issued in compliance with all applicable state and Federal securities laws. The Company has authorized and reserved, and covenants to continue to reserve, a sufficient number of which 12,195,819 shares of Common Stock were for issuance upon the conversion of the Purchased Shares, which when so issued and outstanding delivered, will be duly authorized and 1,670,425 shares reserved for issuance validly issued, fully paid, and non-assessable. Except as set forth on Exhibit 2.3 attached hereto or as otherwise contemplated by this Agreement: (not including shares reserved for issuance in connection with the transactions contemplated herebya) and there are no shares of Preferred Stock were issued options or outstanding. All the outstanding rights to purchase shares of capital stock of the Company have been duly Company, or securities convertible into shares of capital stock, authorized, issued or outstanding, and are validly issuedthe Company is not obligated in any manner to issue any shares of its capital stock or securities convertible into or evidencing any right to acquire shares of its capital stock, fully paid or to distribute to holders of any of its capital stock any evidence of indebtedness or assets; (b) no Person has any preemptive right, right of first refusal or similar right to acquire additional shares of capital stock in connection with the sale and non-assessable. With the exception purchase of the Shares, Purchased Shares or issuance of the Warrants, Common Shares pursuant to this Agreement or otherwise; (c) there are no restrictions on the Contingent Warrants, options to purchase 1,385,825 transfer of the shares of Common Stock granted to directors, officers and other employees capital stock of the Company, options other than those imposed by relevant state and Federal securities laws or the Charter; (d) no Person has any right to purchase 284,600 cause the Company to effect the registration under the Securities Act of any shares of Common Stock granted to the former Chief Executive Officer capital stock or any other securities (including debt securities) of the Company; (e) except for the agreements described in Section 3.10 below, the Company has no obligation to purchase, redeem or 8 -4- otherwise acquire any of its equity securities or any interests therein, or to pay any dividend or make any other distribution in respect thereto; and certain consultants (f) there are no voting trusts, stockholders' agreements, or proxies relating to any securities of the Company. A complete and correct schedule of the holders of the issued and outstanding capital stock of the Company, and options to purchase 1,591,200 shares the number of Common Stock authorized but not granted under the Company's stock option plans, no options, warrants, subscriptions or rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorizedbeneficially owned by such holders, issued or outstandingis set forth on Exhibit 2.3 attached hereto. None The Company has heretofore delivered to the Investors true and correct copies of its Charter and By-laws, each as amended and in effect on the date hereof and certified by the Company's outstanding securities or authorized capital stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other person. To the Company's knowledge, and except as contemplated by this Agreement and as set forth in Schedule 2.5, there are no agreements, understandings, trusts or collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company. The offer and sale of all capital stock and other securities of the Company issued prior to the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect theretoSecretary.

Capitalization; Status of Capital Stock. As The Company has a total --------------------------------------- authorized capitalization consisting of November 30, 1997, the authorized capital stock of the Company consisted of (i) 25,000,000 30,000,000 shares of Common Stock, par value $.001 per share, and (ii) 1,500,000 shares of Preferred Stock, without par value, of which 12,195,819 _______ shares of Common Stock were are issued and outstanding and 1,670,425 shares reserved for issuance (not including shares reserved for issuance in connection with the transactions contemplated hereby) and no shares of Preferred Stock which are held by the Company as Treasury Stock. The Proxy Statement sets forth a complete list of those persons who, as of December 1, 1997, were issued or outstandingthe record and, to the best of the Company's knowledge, beneficial owners of more than five percent (5%) of the Company's outstanding Common Stock. All the outstanding shares of capital stock of the Company have been duly authorized, are validly issued and are validly issued, fully paid and non-assessablenonassessable. With the exception of the Shares, the Warrants, the Contingent Warrants, options to purchase 1,385,825 The shares of Common Stock granted to directors, officers and other employees issuable upon exercise of the CompanyWarrants, options when so issued, will be duly authorized, validly issued and fully paid and nonassessable. Except as otherwise indicated on Exhibit 3.20, there are no ------------ options, warrants or rights to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plans, no options, warrants, subscriptions or rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are of the Company authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares of its capital stock or other securities. None There are no restrictions on the transfer of shares of capital stock of the Company's outstanding Company other than those imposed by relevant state and federal securities laws. No holder of any security of the Company is entitled to preemptive or authorized capital stock are subject similar statutory or contractual rights, either arising pursuant to any agreement or instrument to which the Company is a party, or which are otherwise binding upon the Company. Neither the issuance of the Notes or the Warrants nor the shares of Common Stock issued upon exercise of the Warrants will result in an adjustment under the antidilution or exercise rights of redemptionany holders of any outstanding shares of capital stock, repurchaseoptions, rights of first refusal, preemptive rights warrants or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, rights to acquire any stockholder, or any other person. To the Company's knowledge, and except as contemplated by this Agreement and as set forth in Schedule 2.5, there are no agreements, understandings, trusts or collaborative arrangements or understandings concerning the voting or transfer of the capital stock securities of the Company. The offer and sale of all shares of capital stock and other securities of the Company issued prior to before the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect theretolaws.

Capitalization; Status of Capital Stock. As of November 30, 1997the Closing, the Company will have a total authorized capitalization consisting of 30,000,000 shares of Common Stock and 20,000,000 shares of preferred stock, $.01 par value, of which 9,400,000 shares will be designated as Series A Preferred Stock. As of the Closing, 1,329,060 shares of Common Stock and 3,519,425 shares of Series A Preferred Stock will be issued and outstanding, without giving effect to the issuance of the Newly Issued Shares. The Certificate of Amendment has been approved by the Board of Directors and the stockholders of the Company in accordance with the New York Business Corporation Law. A complete list of the class and number of shares of the capital stock of the Company consisted of (i) 25,000,000 shares of Common Stock, par value $.001 per share, and (ii) 1,500,000 shares of Preferred Stock, without par value, of which 12,195,819 shares of Common Stock were have been previously issued and outstanding and 1,670,425 shares reserved for issuance (not including shares reserved for issuance the names in connection with which such capital stock is registered on the transactions contemplated hereby) and no shares stock transfer book of Preferred Stock were issued or outstandingthe Company is set forth in Schedule 4.17. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. With the exception of the Shares, the Warrants, the Contingent Warrants, options to purchase 1,385,825 shares of Common Stock granted to directors, officers and other employees of the Company, options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plansExcept as set forth in Schedule 4.17, no options, warrants, subscriptions or purchase rights of any nature to acquire from the Company, or commitments of the Company to issue, issue or securities convertible intosell, shares of capital stock or other securities of the Company are authorized, issued or outstanding, nor is the Company obligated in any other manner to issue or sell shares or rights to acquire any capital stock or other securities of the Company except as contemplated by this Agreement with regard to the Newly Issued Shares. None Neither the Outstanding Shares nor any other shares of Common Stock owned by the Parent Company are not subject to any restriction or agreement entered into by the Parent Company with respect thereto; including, without limitation, any voting agreement, pledge, agreement for purchase or sale, right of first refusal, other than this Agreement. Except as set forth in Schedule 4.17, none of the Company's outstanding securities or authorized capital stock are is subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other personPerson, except pursuant hereto. To the Company's knowledge, and except as contemplated by this Agreement and Except as set forth in Schedule 2.54.17, there are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement. Except as set forth in Schedule 4.17, there are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company. The offer and sale of all capital stock and other securities of the Company issued prior to the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect thereto.

Capitalization; Status of Capital Stock. As of November 30, 1997, the The Company has a total authorized capital stock of the Company consisted capitalization consisting of (i) 25,000,000 10,000,000 shares of Common Stock, $.02 par value $.001 per share, of which 4,543,421 shares were issued and outstanding as of the close of business on June 17, 1997, and (ii) 1,500,000 1,000,000 shares of Preferred Stock, without no par value, of which 12,195,819 504,950 shares are designated Series A Preferred Stock and are issued or outstanding. The Company has authorized and reserved a sufficient number of shares of the Common Stock were issued and outstanding and 1,670,425 shares reserved for issuance in exchange for the Purchased Shares as contemplated by this Agreement. Except as set forth in the Registration Statement (not including as defined below) or as otherwise contemplated by this Agreement: (a) the Company has no options or rights to purchase shares reserved for issuance of its capital stock, or securities convertible into shares of its capital stock, authorized, issued or outstanding, nor is the Company obligated in any manner to issue shares of its capital stock or securities convertible into or evidencing any right to acquire shares of its capital stock, or to distribute to holders of any of its capital stock any evidence of indebtedness or assets; (b) no entity has any preemptive right, right of first refusal or similar right to acquire additional shares of capital stock in connection with the transactions contemplated herebyissuance of the Exchange Shares pursuant to this Agreement or otherwise; (c) and there are no shares restrictions on the transfer of Preferred Stock were issued or outstanding. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. With the exception of the Shares, the Warrants, the Contingent Warrants, options to purchase 1,385,825 shares of Common Stock granted to directors, officers and other employees of the Company, options other than those imposed by relevant state and Federal securities laws; (d) no entity has any right to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plans, no options, warrants, subscriptions or rights of any nature to acquire from the Company, or commitments of cause the Company to issue, or securities convertible into, effect the registration under the Securities Act of any shares of capital stock or any other securities are authorized, issued or outstanding. None (including debt securities) of the Company's outstanding ; (e) the Company has no obligation to purchase, redeem or otherwise acquire any of its equity securities or authorized capital stock any interests therein, or to pay any dividend or make any other distribution in respect thereto; and (f) there are subject no voting trusts, stockholders' agreements, or proxies relating to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit securities of the Company, any stockholder, or any other person. To the Company's knowledge, and except as contemplated by this Agreement and as set forth in Schedule 2.5, there are no agreements, understandings, trusts or collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company. The offer and sale of all capital stock and other securities of the Company issued prior to the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect thereto.

Capitalization; Status of Capital Stock. As of November 30, 1997set forth in Exhibit 2.10, the authorized capital stock Capitalization Table and the Subsequent Capitalization Table, and as of the date hereof, the Company consisted had a total authorized capitalization consisting of five hundred million (i500,000,000) 25,000,000 shares of Common Stock, par value $.001 per share, and (ii) 1,500,000 shares of Preferred Stock, without 0.001 par value, and ten million (10,000,000) shares of which 12,195,819 preferred stock, $0.001 par value. As of June 30, 2011, 18,386,667 shares of Common Stock were issued and outstanding and 1,670,425 shares reserved for issuance (not including shares reserved for issuance in connection with the transactions contemplated hereby) outstanding, and no shares of Preferred Stock preferred stock were outstanding. No additional shares or warrants were issued or outstandingby the Company as of June 30, 2011. As of that date, the Company also has for a period of twenty-four (24) consecutive months from the Company's form 15c2-11 filing with FINRA, an option, outstanding to the Purchaser that allows the Purchaser to purchase an additional one million shares of Common Stock of the Company, exercisable at a price that is equal to the public offering price of the Common Stock in a future Form S-1 registration statement, and options outstanding issued to the Company's executives according to the Company's Employee Stock Option Plan (ESOP) that converts into two million shares of Common Stock at par face value ($0.001). As of that date, the Company also had commitments to issue Seven Hundred Fifteen Thousand (715,000) shares of Common Stock in Form S-8, of which Sixty Thousand (60,000) are to the Investor. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. With the exception of the Shares, the Warrants, the Contingent Warrants, options to purchase 1,385,825 shares of Common Stock granted to directors, officers and other employees of the Company, options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plans, no options, warrants, subscriptions or rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorized, issued or outstanding. None of the Company's ’s outstanding securities or authorized capital stock are is subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other person. To There are no restrictions on the Company's knowledge, transfer of shares of capital stock of the Company other than those imposed by relevant federal and except state securities laws and as otherwise contemplated by this Agreement and as set forth in Schedule 2.5, there Agreement. There are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the CompanyCompany to which the Company is a party. The offer Company does not have outstanding, and sale has no obligation to grant or issue, any “phantom stock” or other right measured by the profits, revenues or results of all capital stock and other securities operations of the Company issued prior to the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission any portion thereof; or damages with respect theretoany similar rights.

Capitalization; Status of Capital Stock. As of November 30, 1997the Closing, the Company will have a total authorized capitalization consisting of (i) 4,000,000 shares of Common Stock, $.01 par value, and (ii) 2,000,000 shares of Preferred Stock, $.01 par value, of which 1,000,000 shares will be designated as Series A Preferred Stock. As of the Closing, 1,100,800 shares of Common Stock will be issued and outstanding, and, without giving effect to the transactions contemplated hereby, no shares of Series A Preferred Stock will be issued or outstanding. A complete list of the capital stock of the Company consisted of (i) 25,000,000 shares of Common Stock, par value $.001 per share, and (ii) 1,500,000 shares of Preferred Stock, without par value, of which 12,195,819 shares of Common Stock were has been previously issued and outstanding and 1,670,425 shares reserved for issuance (not including shares reserved for issuance the names in connection with which such capital stock is registered on the transactions contemplated hereby) and no shares stock transfer book of Preferred Stock were issued or outstandingthe Company is set forth in Exhibit 3.17 hereto. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. With The Series A Shares when issued and delivered in accordance with the exception terms hereof, and the Conversion Shares, when issued and delivered upon conversion of the Series A Shares, the Warrantswill be duly authorized, the Contingent Warrantsvalidly issued, options to purchase 1,385,825 shares fully-paid and non-assessable. Except for 210,080shares of Common Stock granted to directors, officers and other employees that will be reserved for issuance upon exercise of the Company, stock options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plansas further set forth in Exhibit 3.17, no options, warrants, subscriptions or purchase rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares or rights to acquire any of its capital stock or other securities except as contemplated by this Agreement. None of the Company's outstanding securities or authorized capital stock or the Preferred Stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other personPerson, except pursuant hereto or the Voting and Stock Restriction Agreement. To the Company's knowledge, and except as contemplated by this Agreement and Except as set forth in Schedule 2.5Exhibit 3.17, there are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement. Except as set forth in Exhibit 3.17, there are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company. The offer and sale of all capital stock and other securities of the Company issued prior to before the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect thereto.

Capitalization; Status of Capital Stock. As of November 30, 1997the Closing, the Company will have a total authorized capital stock of the Company consisted capitalization consisting of (ia) 25,000,000 shares of Common Stock, $.01 par value $.001 per sharevalue, and (iib) 1,500,000 1,000,000 shares of Preferred Stock, without $.01 par value, of which 12,195,819 245,000 shares have been designated as Series A Preferred Stock and 35,000 shares will be designated as Series B Stock. As of the Closing, 4,440,835 shares of Common Stock were and 189,334 shares of Series A Preferred Stock will be issued and outstanding and 1,670,425 shares reserved for issuance (not including shares reserved for issuance in connection with outstanding, and, without giving effect to the transactions contemplated hereby) and , no shares of Preferred Series B Stock were will be issued or outstanding, other than such as shall be issued at the Closing. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. With the exception Schedule 3.16 sets forth all of the Shares, the Warrants, the Contingent Warrants, options to purchase 1,385,825 shares of Common Stock granted that are reserved for issuance upon exercise of outstanding stock options and warrants (in each case subject to directors, officers and other employees of the Company, options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plansbeing Equitably Adjusted). Except as set forth on Schedule 3.16, no options, warrants, conversion rights, subscriptions or purchase rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares or rights to acquire any of its capital stock or other securities. None Except as described in the Company SEC Documents or set forth in Schedule 3.16, none of the Company's outstanding securities or authorized capital stock are or the Series B Stock is subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other personPerson. To Except as described in the Company's knowledge, and except as contemplated by this Agreement and Company SEC Documents or as set forth in Schedule 2.53.16, there are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement. Except as described in the Company SEC Documents or as set forth in Schedule 3.16, there are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company. The offer and sale of all capital stock and other securities of the Company issued prior to before the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect thereto. Except as described in the Company SEC Documents, the Company does not have any stock option plans. The Company does not have outstanding, and has no obligation to grant or issue, any "phantom stock" or other right measured by the profits, revenues or results of operations of the Company or any portion thereof, or any similar rights. The Company has not adopted any rights plans or similar "poison pill" arrangements.

Capitalization; Status of Capital Stock. As of November 30The Company has, 1997or before the Closing will have, the a total authorized capital stock of the Company consisted capitalization consisting of (i) 25,000,000 50,000,000 shares of Common Stock ("Common Stock"), par value $.001 per share, of which 13,654,402 shares are issued and outstanding and (ii) 1,500,000 1,000,000 shares of Preferred Stock ("Preferred Stock, without par value, ") of which 12,195,819 1,500 shares of Common Series C Preferred Stock were is issued and outstanding and 1,670,425 of which 700 shares reserved for issuance (not including shares reserved for issuance in connection with will be designated Series D Preferred Stock. On the date hereof, without giving effect to the transactions contemplated hereby) and , no shares of Preferred Stock are issued or outstanding other than the 1,500 shares of Series C Preferred Stock. All of the issued and outstanding shares of common stock have been duly authorized and validly issued, are fully paid, and non-assessable, and were issued in compliance with all applicable state and federal securities laws. Except as set forth in Section 2.3 of the Disclosure Schedule, the Company has no options or rights to purchase shares of its capital stock, or securities convertible into shares of its capital stock, authorized, issued or outstanding. All , nor is the outstanding Company obligated in any manner to issue shares of its capital stock or securities convertible into or evidencing any right to acquire shares of its capital stock, or to distribute to holders of any of its capital stock any evidence of indebtedness or assets; (b) no Person has any preemptive right, right of first refusal or similar right to acquire additional shares of capital stock in connection with the sale and purchase of the Purchased Shares pursuant to this Agreement or otherwise; (c) there are no restrictions on the transfer of the shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. With the exception of the Shares, the Warrants, the Contingent Warrants, options to purchase 1,385,825 shares of Common Stock granted to directors, officers and other employees of the Company, options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company other than those imposed by relevant state and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under federal securities laws or the Company's stock option plans, Articles of Incorporation (other than those contained in the Investor Rights Agreement); (d) no options, warrants, subscriptions or rights of Person has any nature right to acquire from the Company, or commitments of cause the Company to issueeffect the registration under the Securities Act of 1933, or securities convertible intoas amended (the "1933 Act"), of any shares of capital stock or any other securities are authorized, issued or outstanding. None (including debt securities) of the Company's outstanding Company (other than those contained in the Registration Rights Agreement or in that certain registration rights agreement by and between the Company and the Investor dated October 15, 1998); (e) the Company has no obligation (other than that contained in that certain Series C Preferred Stock Purchase Agreement by and between the Company and the Investor dated October 15, 1998) to purchase, redeem or otherwise acquire any of its equity securities or authorized capital stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholderinterests therein, or to pay any dividend or make any other person. To the Company's knowledge, distribution in respect thereto; and except as contemplated by this Agreement and as set forth in Schedule 2.5, (f) there are no voting trusts, stockholders' agreements, understandings, trusts or collaborative arrangements or understandings concerning the voting or transfer of the capital stock proxies relating to any securities of the Company. The offer and sale of all capital stock and other securities of the Company issued prior has heretofore delivered to the Closing complied with or were exempt from all applicable federal Investor true and state securities laws correct copies of its Articles of Incorporation and no stockholder has a right of rescission or damages with respect theretoBylaws, each as amended and in effect on the date hereof and certified by the Company's Secretary.

Capitalization; Status of Capital Stock. As of November 30, 1997, the (a) The authorized capital stock of the Company consisted (immediately prior to the Closing but after the filing of the Restated Certificate) consists of (ia) 25,000,000 5,000 shares of Common Stock, par value $.001 per shareof which, immediately after the Closing, (i) 100 shares will be issued and outstanding and (ii) 1,500,000 at least 2,000 shares will be reserved for the conversion of the Shares, and (b) 2,000 shares of Preferred Stockpreferred stock, without $0.01 par valuevalue per share, all of which 12,195,819 shares of Common will have been designated as Series A Convertible Preferred Stock were and which, immediately after the Closing, 2,000 will be issued and outstanding and 1,670,425 shares reserved for issuance (not including shares reserved for issuance in connection with the transactions contemplated hereby) and no shares of Preferred Stock were issued or outstanding. All the outstanding shares of capital stock of the Company have been duly authorized, are validly issued and are fully paid and non-assessable. As of immediately prior to the Closing, the designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of the authorized capital stock of the Company will be as set forth in the Restated Certificate, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions will be valid, binding and enforceable and in accordance with all applicable laws. The Shares, when issued and delivered in accordance with the terms hereof, and the shares of Common Stock when issued and delivered upon the conversion of the Shares (as adjusted from time to time in accordance the Restated Certificate, the "Conversion Shares"), will be duly authorized, validly issued, fully paid and non-assessableassessable and will be free and clear of all Liens or restrictions imposed by or through the Company except as set forth in this Agreement. With Immediately after the exception Closing, the shares of Series A Preferred Stock held by the Purchaser will represent not less than 95% of the Sharesoutstanding shares of Common Stock, calculated on a Fully Diluted Basis. The Conversion Shares have been duly reserved for issuance. (b) Set forth in Schedule 2.8(b) is a true and complete list of the Warrants, the Contingent Warrants, options to purchase 1,385,825 number of shares of Common Stock granted to directorsor other securities of the Company which, officers and other employees as of immediately after the Closing will be held by each stockholder of the Company. Except for the Shares and as set forth in Schedule 2.8(b), options there are no subscriptions, options, warrants or other rights (contingent or otherwise) to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plans, no options, warrants, subscriptions or rights of any nature to otherwise acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are of the Company authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares of its capital stock, subscriptions, warrants, options, convertible securities, or other such rights or to distribute to holders of any of its equity securities any evidence of indebtedness or asset. None Except as set forth in Schedule 2.8(b), there are no outstanding shares of capital stock or other securities of the Company's outstanding securities or authorized capital stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other person. To the Company's knowledge, and except . (c) Except as contemplated by this Agreement and as or set forth in Schedule 2.5the Restated Certificate, (i) there are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by relevant state and Federal securities laws; (ii) there are no agreements, understandings, proxies, trusts or other collaborative arrangements or understandings concerning the voting voting, pledge or transfer purchase and sale of the capital stock of the Company. The offer and sale ; (iii) no holder of all capital stock and other securities any security of the Company issued prior is entitled to preemptive, first refusal or similar statutory or contractual rights, either arising pursuant to any agreement or instrument to which the Company is a party, or which are otherwise binding upon the Company, or to the Closing complied best of the Company's knowledge, to which any other Person is a party; and (iv) the Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. (d) Assuming that the representations and warranties of the Purchaser contained in Article 3 of this Agreement are true, it is not necessary in connection with the offer, sale and delivery of the Shares in the manner contemplated by this Agreement to register the Shares or were exempt from all the Conversion Shares under the Securities Act or under applicable federal and state securities or Blue Sky laws and no stockholder has a right regulating the issuance or sale of rescission or damages with respect theretosecurities.

Capitalization; Status of Capital Stock. As of November 30, 1997set forth in Exhibit 2.10, the authorized capital stock Capitalization Table and the Subsequent Capitalization Table, and as of the date hereof, the Company consisted had a total authorized capitalization consisting of five hundred million (i500,000,000) 25,000,000 shares of Common Stock, par value $.001 per share, and (ii) 1,500,000 shares of Preferred Stock, without 0.001 par value, and ten million (10,000,000) shares of which 12,195,819 preferred stock, $0.001 par value. As of March 31, 2011, 18,246,667 shares of Common Stock were issued and outstanding and 1,670,425 shares reserved for issuance (not including shares reserved for issuance in connection with the transactions contemplated hereby) outstanding, and no shares of Preferred Stock preferred stock were outstanding. No additional shares or warrants were issued or outstandingby the Company as of March 31, 2011. As of that date, the Company also has for a period of twenty-four (24) consecutive months from the Company's form 15-C-211 filing with FINRA, an option, outstanding to the Purchaser that allows the Purchaser to purchase an additional one million shares of Common Stock of the Company, exercisable at a price that is equal to the public offering price of the Common Stock in a future Form S-1 registration statement, and options outstanding issued to the Company's executives according to the Company's Employee Stock Option Plan (ESOP) that converts into two million shares of Common Stock at par face value ($0.001). As of that date, the Company also had commitments to issue two hundred thirty-five thousand (235,000) shares of Common Stock in Form S-8. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. With the exception of the Shares, the Warrants, the Contingent Warrants, options to purchase 1,385,825 shares of Common Stock granted to directors, officers and other employees of the Company, options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plans, no options, warrants, subscriptions or rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorized, issued or outstanding. None of the Company's ’s outstanding securities or authorized capital stock are is subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other person. To There are no restrictions on the Company's knowledge, transfer of shares of capital stock of the Company other than those imposed by relevant federal and except state securities laws and as otherwise contemplated by this Agreement and as set forth in Schedule 2.5, there Agreement. There are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the CompanyCompany to which the Company is a party. The offer Company does not have outstanding, and sale has no obligation to grant or issue, any “phantom stock” or other right measured by the profits, revenues or results of all capital stock and other securities operations of the Company issued prior to the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission any portion thereof; or damages with respect theretoany similar rights.

Capitalization; Status of Capital Stock. As of November 30, 1997, the The authorized capital stock of the Company consisted of consists of: (i) 25,000,000 36,000,000 shares of Common Stock, par value $.001 per share, and (ii) 1,500,000 4,501,652 shares of Preferred Stock, without par value, which are issued and outstanding immediately prior to the Closing. All of which 12,195,819 the outstanding shares of Common Stock were issued and outstanding and 1,670,425 shares reserved for issuance (not including shares reserved for issuance in connection with the transactions contemplated hereby) and no shares of Preferred Stock were issued or outstanding. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. With the exception of the Shares, the Warrants, the Contingent Warrants, options to purchase 1,385,825 shares of Common Stock granted to directors, officers nonassessable and other employees of the Company, options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plans, no options, warrants, subscriptions or rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorized, were issued or outstanding. None of the Company's outstanding securities or authorized capital stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other person. To the Company's knowledge, and except as contemplated by this Agreement and as set forth in Schedule 2.5, there are no agreements, understandings, trusts or collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company. The offer and sale of all capital stock and other securities of the Company issued prior to the Closing complied compliance with or were exempt from all applicable federal and state securities laws laws. (ii) 28,941,797 shares of Preferred Stock, of which (i) 17,033,883 shares have been designated Series A-1 Preferred Stock, all of which are issued and outstanding immediately prior to the Closing, (ii) 2,916,686 shares have been designated Series A-2 Preferred Stock, all of which are issued and outstanding immediately prior to the Closing, and (iii) 8,991,228 shares have been designated Series B Preferred Stock, all of which are issued and outstanding immediately prior to the Closing. The rights, privileges and preferences of the Preferred Stock are as stated in the Company’s Certificate of Incorporation and as provided by the Delaware General Corporation Law. (iii) The Company has reserved 1,435,000 shares of Common Stock for issuance to officers, directors, employees and consultants of the Company pursuant to the Company’s 2018 Employee, Director and Consultant Equity Incentive Plan duly adopted by the Board of Directors of the Company and approved by the Company stockholders (the “Stock Plan”). Of such reserved shares of Common Stock, 995,000 are subject to outstanding awards under the Stock Plan and 440,000 remain available for issuance to officers, directors, employees and consultants pursuant to the Stock Plan. (iv) Except for (A) the conversion privileges of the Company’s Preferred Stock and warrants, (B) the rights provided in Section 4 of the IRA, and (C) the securities and rights, privileges and preferences of the Company’s Preferred Stock as stated in the Company’s Certificate of Incorporation and as provided by the Delaware General Corporation Law, there are no stockholder has outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the Company any shares of Common Stock or Preferred Stock, or any securities convertible into or exchangeable for shares of Common Stock or Preferred Stock. All outstanding shares of the Company’s Common Stock and all shares of the Company’s Common Stock underlying outstanding options are subject to (i) a right of rescission first refusal in favor of the Company upon any proposed transfer (other than transfers for estate planning purposes); and (ii) a lock-up or damages market standoff agreement of not less than one hundred eighty (180) days following the Company’s initial public offering pursuant to a registration statement filed with respect theretothe Securities and Exchange Commission under the Securities Act.

Capitalization; Status of Capital Stock. As of November 30, 1997, the The authorized ---------------------------------------------------- capital stock of the Company consisted consists of (i) 25,000,000 5,000,000 shares of Common Preferred Stock, par value $.001 per share4,000 of which have been designated Series A Preferred Stock, and (ii) 1,500,000 50,000,000 shares of Common Stock. As of December 22, 1999 there were 17,799,931 shares of the Company's Common Stock issued and outstanding and, immediately prior to the Closing, no more than 18,000,000 shares of the Company's Common Stock will be issued and outstanding and 2,525 shares of Series A Preferred StockStock will be issued and outstanding. All issued and outstanding shares of the Company's Common Stock and Series A Preferred Stock have been duly authorized and validly issued, without par valueare fully paid, and non-assessable, and were issued in compliance with all applicable state and Federal securities laws. The Company has authorized and reserved, and covenants to continue to reserve, a sufficient number of which 12,195,819 shares of Common Stock were for issuance upon the exercise of the Warrants as well as upon the contingencies set forth in Section 1.3 above, which when so issued and outstanding delivered, will be duly authorized and 1,670,425 shares reserved for issuance validly issued, fully paid, and non-assessable. Except as set forth on Exhibit 2.3 attached hereto or as ----------- otherwise contemplated by this Agreement: (not including shares reserved for issuance in connection with the transactions contemplated herebya) and there are no shares of Preferred Stock were issued options or outstanding. All the outstanding rights to purchase shares of capital stock of the Company have been duly Company, or securities convertible into shares of capital stock, authorized, issued or outstanding, and are validly issuedthe Company is not obligated in any manner to issue any shares of its capital stock or securities convertible into or evidencing any right to acquire shares of its capital stock, fully paid or to distribute to holders of any of its capital stock any evidence of indebtedness or assets; (b) no person has any preemptive right, right of first refusal or similar right to acquire additional shares of capital stock in connection with the sale and non-assessable. With the exception purchase of the Shares, Purchased Shares or issuance upon exercise of the Warrants, Warrants of the Contingent Warrants, options to purchase 1,385,825 Common Shares issuable thereunder or otherwise; (c) there are no restrictions on the transfer of the shares of Common Stock granted to directors, officers and other employees capital stock of the Company, options other than those imposed by relevant state and Federal securities laws or the Charter; (d) no person has any right to purchase 284,600 cause the Company to effect the registration under the Securities Act of any shares of Common Stock granted to the former Chief Executive Officer capital stock or any other securities (including debt securities) of the Company; (e) the Company has no obligation to purchase, redeem or otherwise acquire any of its equity securities or any interests therein, or to pay any dividend or make any other distribution in respect thereto; and certain consultants (f) there are no voting trusts, stockholders' agreements, or proxies relating to any securities of the Company. A complete and correct schedule of the holders of five percent (5%) or more of the issued and outstanding capital stock of the Company, and options to purchase 1,591,200 shares the number of Common Stock authorized but not granted under the Company's stock option plans, no options, warrants, subscriptions or rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorizedbeneficially owned by such holders, issued or outstandingis set forth on Exhibit 2.3 attached hereto. None The Company has heretofore delivered to ----------- the Investors true and correct copies of its Charter and By-laws, each as amended and in effect on the date hereof and certified by the Company's outstanding securities or authorized capital stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other person. To the Company's knowledge, and except as contemplated by this Agreement and as set forth in Schedule 2.5, there are no agreements, understandings, trusts or collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company. The offer and sale of all capital stock and other securities of the Company issued prior to the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect theretoSecretary.

Capitalization; Status of Capital Stock. As of November 30, 1997set forth in Exhibit 2.10, the authorized capital stock Capitalization Table and the Subsequent Capitalization Table, and as of the date hereof, the Company consisted had a total authorized capitalization consisting of Five Hundred Million (i500,000,000) 25,000,000 shares of Common Stock, par value $.001 per share, and (ii) 1,500,000 shares of Preferred Stock, without 0.001 par value, and Ten Million (10,000,000) shares of which 12,195,819 preferred stock, $0.001 par value. As of the date of this Agreement and without taking into account the shares and warrants/options to be acquired by the Purchaser pursuant to this Agreement, As of November 19, 2013, the Company had Eighty Five million One hundred and Fifteen Thousand, two hundred and Forty Two (85,115,242) shares of common stock issued and outstanding shares of Common Stock were issued and outstanding and 1,670,425 shares reserved for issuance (not including shares reserved for issuance in connection with the transactions contemplated hereby) outstanding, and no shares of Preferred Stock preferred stock were issued or outstanding. As of this Agreement, no outstanding warrants and options are to purchase shares or issued by the Company to the Purchaser or others All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. With the exception of the Shares, the Warrants, the Contingent Warrants, options to purchase 1,385,825 shares of Common Stock granted to directors, officers and other employees of the Company, options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plans, no options, warrants, subscriptions or rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorized, issued or outstanding. None of the Company's ’s outstanding securities or authorized capital stock are is subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other person. To There are no restrictions on the Company's knowledge, transfer of shares of capital stock of the Company other than those imposed by relevant federal and except state securities laws and as otherwise contemplated by this Agreement and as set forth in Schedule 2.5, there Agreement. There are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the CompanyCompany to which the Company is a party. The offer Company does not have outstanding, and sale has no obligation to grant or issue, any “phantom stock” or other right measured by the profits, revenues or results of all capital stock and other securities operations of the Company issued prior to the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission any portion thereof; or damages with respect theretoany similar rights.

Capitalization; Status of Capital Stock. As of November 30, 1997, the The Company has a total authorized capital stock of the Company consisted capitalization consisting of (i) 25,000,000 17,250,000 shares of Class B Common Stock, par value $.001 per share, and (ii) 1,500,000 shares of Preferred Stock, without .01 par value, of which 12,195,819 4,421,000 shares of Common Stock were are issued and outstanding on the date hereof, (ii) 3,040,000 shares of Class A Common Stock, $.01 par value, of which 3,040,000 shares are issued and 1,670,425 outstanding on the date hereof, (iii) 3,009,600 shares reserved for issuance of Series A Preferred Stock, of which 3,009,600 shares are issued and outstanding on the date hereof, and (not including iv) 7,246,036 shares reserved for issuance of Series B Preferred Stock, of which no shares are issued or outstanding, in connection with each case without giving effect to the transactions contemplated hereby) and no . A complete list of the capital shares of Preferred Stock were the Company which has been previously issued or outstandingand the names in which such capital shares are registered on the stock transfer books of the Company is set forth in EXHIBIT 3.16 hereto. All the outstanding capital shares of capital stock of the Company have been duly authorized, are validly issued and are fully paid and non-assessable. The Purchased Shares, when issued and delivered in accordance with the terms hereof and after payment of the purchase price therefor, and the Converted Shares, when issued and delivered upon conversion of the Purchased Shares, will be duly authorized, validly issued, fully paid and non-assessable. With the exception of the Shares, the Warrants, the Contingent Warrants, options to purchase 1,385,825 shares of Common Stock granted to directors, officers and other employees of the Company, options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plansExcept as otherwise set forth in EXHIBIT 3.16, no options, warrants, subscriptions or purchase rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorized, issued or outstanding. None of , nor is the Company's outstanding securities or authorized Company obligated in any other manner to issue its capital stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights shares or other similar rightssecurities except as contemplated by this Agreement. Except as set forth in EXHIBIT 3.16, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other person. To to the Company's knowledge, there are no restrictions on the transfer of capital shares of the Company other than those imposed by relevant Federal and except State securities laws and as otherwise contemplated by this Agreement, the Stockholders' Agreement and the Registration Rights Agreement. Except as set forth in Schedule 2.5EXHIBIT 3.16 and other than as provided in the above-referenced Stockholders' Agreement, to the Company's knowledge, there are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock shares of the Company. Except as set forth in EXHIBIT 3.16, to the Company's knowledge, there are no agreements, understandings or trusts concerning transfers of the capital shares of the Company except for the aforementioned Stockholders' Agreement, the aforementioned Registration Rights Agreement and except as contemplated by this Agreement. The offer and sale of all capital stock shares and other securities of the Company issued prior to before the Closing complied with or were exempt from all applicable federal Federal and state State securities laws and no stockholder has a right of rescission or damages with respect thereto.

Capitalization; Status of Capital Stock. As of November 30, 1997the Closing, the Company will have a total authorized capitalization consisting of (i) 11,000,000 shares of Common Stock, $.001 par value, and (ii) 6,200,000 shares of Preferred Stock, $.01 par value, of which 6,200,000 shares will be designated as Series A Preferred Stock. As of the Closing, 1,506,000 shares of Common Stock will be issued and outstanding and/or committed for issuance without giving effect to the transactions contemplated hereby. A complete list of the capital stock of the Company consisted of (i) 25,000,000 shares of Common Stock, par value $.001 per share, and (ii) 1,500,000 shares of Preferred Stock, without par value, of which 12,195,819 shares of Common Stock were has been previously issued and outstanding and 1,670,425 shares reserved for issuance (not including shares reserved for issuance the names in connection with which such capital stock is registered on the transactions contemplated hereby) and no shares stock transfer book of Preferred Stock were issued or outstandingthe Company is set forth in Exhibit 3.13 hereto. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. With The Shares when issued and delivered in accordance with the exception terms hereof, and the Conversion Shares, when issued and delivered upon conversion of the Preferred Shares, the Warrantswill be duly authorized, the Contingent Warrantsvalidly issued, options to purchase 1,385,825 fully-paid and non-assessable. Except for 2,112,000 shares of Common Stock granted to directorsthat will be reserved for issuance upon exercise of stock options, officers and other employees of the Company, options to purchase 284,600 70,000 shares of Common Stock granted that have been reserved for issuance to certain individuals with the former Chief Executive Officer approval of the Company and certain consultants Board of Directors including a majority of the CompanyInvestor Directors (including Chrixxxxxxx Xxxxxxxx xx his successor), and options to purchase 1,591,200 200,000 shares of Common Series A Preferred Stock authorized but not granted under that have been reserved for issuance to certain individuals with the Company's stock option plansapproval of the Board of Directors including a majority of the Investor Directors (including Chrixxxxxxx Xxxxxxxx xx his successor), all as further set forth in Exhibit 3.13, no options, warrants, subscriptions or purchase rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares or rights to acquire any of its capital stock or other securities except as contemplated by this Agreement. None of the Company's outstanding securities or authorized capital stock or the Preferred Stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other personPerson, except pursuant hereto and the 17 - 16 - Voting and Co-Sale Agreement or as set forth on Exhibit 3.13. To the Company's knowledge, and except as contemplated by this Agreement and Except as set forth in Schedule 2.5Exhibit 3.13, there are no agreements, understandings, trusts or collaborative arrangements or understandings concerning restrictions on the voting or transfer of the shares of capital stock of the CompanyCompany other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement. The offer and sale of all capital stock and other securities of the Company issued prior to before the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect thereto.

Capitalization; Status of Capital Stock. As of November 30, 1997the Closing, the Company will have a total authorized capital stock of the Company consisted capitalization consisting of (ia) 25,000,000 shares of Common Stock, $.01 par value $.001 per sharevalue, and (iib) 1,500,000 1,000,000 shares of Preferred Stock, without $.01 par value, of which 12,195,819 245,000 shares have been designated as Series A Preferred Stock and 35,000 shares will be designated as Series B Stock. As of the Closing, 4,440,835 shares of Common Stock were and 189,334 shares of Series A Preferred Stock will be issued and outstanding and 1,670,425 shares reserved for issuance (not including shares reserved for issuance in connection with outstanding, and, without giving effect to the transactions contemplated hereby) and , no shares of Preferred Series B Stock were will be issued or outstanding, other than such as shall be issued at the Closing. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. With the exception Schedule 3.16 sets forth all of the Shares, the Warrants, the Contingent Warrants, options to purchase 1,385,825 shares of Common Stock granted that are reserved for issuance upon exercise of outstanding stock options and warrants (in each case subject to directors, officers and other employees of the Company, options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plansbeing Equitably Adjusted). Except as set forth on SCHEDULE 3.16, no options, warrants, conversion rights, subscriptions or purchase rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares or rights to acquire any of its capital stock or other securities. None Except as described in the Company SEC Documents or set forth in SCHEDULE 3.16, none of the Company's outstanding securities or authorized capital stock are or the Series B Stock is subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other personPerson. To Except as described in the Company's knowledge, and except as contemplated by this Agreement and Company SEC Documents or as set forth in Schedule 2.5SCHEDULE 3.16, there are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement. Except as described in the Company SEC Documents or as set forth in SCHEDULE 3.16, there are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company. The offer and sale of all capital stock and other securities of the Company issued prior to before the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect thereto. Except as described in the Company SEC Documents, the Company does not have any stock option plans. The Company does not have outstanding, and has no obligation to grant or issue, any "phantom stock" or other right measured by the profits, revenues or results of operations of the Company or any portion thereof, or any similar rights. The Company has not adopted any rights plans or similar "poison pill" arrangements.

Capitalization; Status of Capital Stock. As The Company has a total --------------------------------------- authorized capitalization consisting of: (i) 2,900,000 shares of November 30Class A Voting Common Stock, 1997of which 2,006,280 shares are issued and outstanding and (ii) 40,000 shares of Class B Non-Voting Common Stock, no par value, of which 1,750 shares are issued and outstanding. A complete list of the authorized outstanding capital stock of the Company consisted of (i) 25,000,000 shares of Common Stock, par value $.001 per share, and (ii) 1,500,000 shares of Preferred Stock, without par value, of the names in which 12,195,819 shares of Common Stock were issued and outstanding and 1,670,425 shares reserved for issuance (not including shares reserved for issuance such capital stock is registered is set forth in connection with the transactions contemplated hereby) and no shares of Preferred Stock were issued or outstandingExhibit 3.20 hereto. All the outstanding shares of capital stock ------------ of the Company have been duly authorized, are validly issued and are validly issued, fully paid and non-assessablenonassessable. With the exception of the Shares, the Warrants, the Contingent Warrants, options to purchase 1,385,825 The shares of Common Stock granted to directors, officers and other employees issuable upon exercise of the CompanyWarrants, options when so issued, will be duly authorized, validly issued and fully paid and nonassessable. Except as otherwise indicated on Exhibit 3.20, there are no ------------ options, warrants or rights to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plans, no options, warrants, subscriptions or rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are of the Company authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares of its capital stock or other securities. None There are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by relevant state and federal securities laws. No holder of any security of the Company is entitled to preemptive or similar statutory or contractual rights, either arising pursuant to any agreement or instrument to which the Company is a party, or which are otherwise binding upon the Company's . Neither the issuance of the Notes or the Warrants nor the shares of Common Stock issued upon exercise of the Warrants will result in an adjustment under the antidilution or exercise rights of any holders of any outstanding securities or authorized shares of capital stock are subject to any rights of redemptionoptions, repurchase, rights of first refusal, preemptive rights warrants or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, rights to acquire any stockholder, or any other person. To the Company's knowledge, and except as contemplated by this Agreement and as set forth in Schedule 2.5, there are no agreements, understandings, trusts or collaborative arrangements or understandings concerning the voting or transfer of the capital stock securities of the Company. The offer and sale of all shares of capital stock and other securities of the Company issued prior to before the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect theretolaws.

Capitalization; Status of Capital Stock. As of November 30, 1997set forth in Exhibit 2.10, the authorized capital stock Capitalization Table and the Subsequent Capitalization Table, and as of the date hereof, the Company consisted had a total authorized capitalization consisting of Five Hundred Million (i500,000,000) 25,000,000 shares of Common Stock, par value $.001 per share, and (ii) 1,500,000 shares of Preferred Stock, without 0.001 par value, and Ten Million (10,000,000) shares of which 12,195,819 preferred stock, $0.001 par value. As of the date of this Agreement and without taking into account the shares and warrants/options to be acquired by the Purchaser pursuant to this Agreement, Sixty Five Million Three Hundred Thirty Four Thousand Two Hundred Forty Two (65,334,242) shares of Common Stock were issued and outstanding and 1,670,425 shares reserved for issuance (not including shares reserved for issuance in connection with the transactions contemplated hereby) outstanding, and no shares of Preferred Stock preferred stock were outstanding. Options to purchase Five Million One Hundred Eighty One Thousand Eight Hundred Eighteen (5,181,818) shares were issued or outstandingby the Company to the Purchaser as of Sep. 30, 2011. In addition, as of that date, the Company has for a period of 24 consecutive months from the Company's form 15c2-11 filing with FINRA, an option, outstanding to the Purchaser that allows the Purchaser to purchase an additional one million shares of Common Stock of the Company, exercisable at a 33% discount from the price that is equal to the public offering price of the first 1,000,000 shares sold of the Company's Common Stock in a future Form S-1 registration statement All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. With the exception of the Shares, the Warrants, the Contingent Warrants, options to purchase 1,385,825 shares of Common Stock granted to directors, officers and other employees of the Company, options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plans, no options, warrants, subscriptions or rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorized, issued or outstanding. None of the Company's ’s outstanding securities or authorized capital stock are is subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other person. To There are no restrictions on the Company's knowledge, transfer of shares of capital stock of the Company other than those imposed by relevant federal and except state securities laws and as otherwise contemplated by this Agreement and as set forth in Schedule 2.5, there Agreement. There are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the CompanyCompany to which the Company is a party. The offer Company does not have outstanding, and sale has no obligation to grant or issue, any “phantom stock” or other right measured by the profits, revenues or results of all capital stock and other securities operations of the Company issued prior to the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission any portion thereof; or damages with respect theretoany similar rights.

Capitalization; Status of Capital Stock. As of November 30, 1997, the The Company has a total authorized capital stock of the Company consisted capitalization consisting of (i) 25,000,000 22,000,000 shares of Common Stock, par value $.001 .01 per share, of which 7,080,885 shares are issued and outstanding and (ii) 1,500,000 5,000,000 shares of Preferred Stock, without par valuevalue $.01 per share, of which 12,195,819 (A) 1,100,000 shares are designated as Series A Convertible Preferred Stock, (B) 1,327,500 shares are designated as Series B Convertible Preferred Stock, and (C) 145,195 shares are designated as Series C Convertible Preferred Stock. The number of shares of Common Stock were each class or series of the capital stock of the Company that is issued and outstanding and 1,670,425 shares reserved for issuance (not including shares reserved for issuance is set forth in connection with the transactions contemplated hereby) and no shares of Preferred Stock were issued or outstandingEXHIBIT 3.15 hereto. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. With The Warrant Shares, when issued and delivered in accordance with the exception terms hereof and after payment of the Sharespurchase price therefor, the Warrantswill be duly authorized, the Contingent Warrantsvalidly issued, options to purchase 1,385,825 shares of Common Stock granted to directors, officers fully-paid and other employees of the Company, options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plansnon-assessable. Except as otherwise set forth in EXHIBIT 3.15, no options, warrants, subscriptions or purchase rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorized, issued or outstanding. None , nor is the Company obligated in any other manner to issue shares of the Company's outstanding securities or authorized its capital stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other person. To the Company's knowledge, and securities except as contemplated by this Agreement and Agreement. Except as set forth in Schedule 2.5EXHIBIT 3.15, there are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement, the Certificate of Incorporation, the Amended and Restated Stockholders Agreement dated April 16, 1999 by and among the Company and certain stockholders of the Company (the "STOCKHOLDERS AGREEMENT"), the Registration Rights Agreement and certain stock restriction and right of first refusal agreements by and among the Company and certain stockholders of the Company. Other than as provided in this Section and in the Stockholders Agreement, there are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company. The offer and sale of all capital stock and other securities of the Company issued prior to before the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect thereto.

Capitalization; Status of Capital Stock. As of November 30, 1997set forth in Exhibit 2.10, the authorized capital stock Capitalization Table and the Subsequent Capitalization Table, and as of the date hereof, the Company consisted had a total authorized capitalization consisting of five hundred million (i500,000,000) 25,000,000 shares of Common Stock, par value $.001 per share, and (ii) 1,500,000 shares of Preferred Stock, without 0.001 par value, and ten million (10,000,000) shares of which 12,195,819 preferred stock, $0.001 par value. As of December 31, 2010, 17,980,000 shares of Common Stock were issued and outstanding and 1,670,425 shares reserved for issuance (not including shares reserved for issuance in connection with the transactions contemplated hereby) outstanding, and no shares of Preferred Stock preferred stock were outstanding. No additional shares or warrants were issued or outstandingby the Company as of December 31, 2010. As of that date, the Company also has for a period of twenty-four (24) consecutive months from the Company's form 15-C-211 filing with FINRA, an option, outstanding to the Purchaser that allows the Purchaser to purchase an additional one million shares of Common Stock of the Company, exercisable at a price that is equal to the public offering price of the Common Stock in a future Form S-1 registration statement, and options outstanding issued to the Company's executives according to the Company's Employee Stock Option Plan (ESOP) that converts into two million shares of Common Stock at par face value ($0.001). As of that date, the Company also had commitments to issue two hundred thirty-five thousand (235,000) shares of Common Stock in Form S-8. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. With the exception of the Shares, the Warrants, the Contingent Warrants, options to purchase 1,385,825 shares of Common Stock granted to directors, officers and other employees of the Company, options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plans, no options, warrants, subscriptions or rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorized, issued or outstanding. None of the Company's ’s outstanding securities or authorized capital stock are is subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other person. To There are no restrictions on the Company's knowledge, transfer of shares of capital stock of the Company other than those imposed by relevant federal and except state securities laws and as otherwise contemplated by this Agreement and as set forth in Schedule 2.5, there Agreement. There are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the CompanyCompany to which the Company is a party. The offer Company does not have outstanding, and sale has no obligation to grant or issue, any “phantom stock” or other right measured by the profits, revenues or results of all capital stock and other securities operations of the Company issued prior to the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission any portion thereof; or damages with respect theretoany similar rights.

Capitalization; Status of Capital Stock. As of November 30, 1997Immediately prior ---------------------------------------- to the Closing, the Company had a total authorized capital stock of the Company consisted capitalization consisting of (i) 25,000,000 93,300,000 shares of Common Stock, par value $.001 per shareof which 6,951,630 shares were issued and outstanding, and (ii) 1,500,000 67,588,911 shares of preferred stock, of which (w) 23,811,358 shares are designated as Series A Convertible Preferred Stock, without par value23,316,097 of which were issued and outstanding, (x) 23,019,375 shares are designated as Series B-1 Convertible Preferred Stock, of which 12,195,819 shares of Common Stock 23,019,375 were issued and outstanding and 1,670,425 outstanding, (y) 1,800,000 shares reserved for issuance (not including shares reserved for issuance in connection with the transactions contemplated hereby) and no shares are designated as Series B-2 Convertible Preferred Stock, of Preferred Stock which none were issued or and outstanding, and (z) 18,958,178 shares are designated as Series C Convertible Preferred Stock, of which 18,409,629 were issued and outstanding. All of the outstanding shares of capital stock of the Company have been are duly authorized, validly issued and are validly issued, fully paid and non-assessablenonassessable. With the exception of the The Shares, when issued and delivered in accordance with the Warrantsterms hereof, the Contingent Warrantswill be duly authorized, options to purchase 1,385,825 shares of Common Stock granted to directorsvalidly issued and fully paid and nonassessable. Except as disclosed in Schedule 4.13, officers and other employees of the Company, options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plans, there are no options, warrants, subscriptions ------------- warrants or rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, purchase shares of capital stock or other securities are authorized, issued or outstanding. None , nor is the Company obligated in any other manner to issue shares of the Company's outstanding securities or authorized its capital stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rightssecurities, whether contractualexcept as contemplated herein. Except as set forth in Schedule 4.13 hereto and in the ------------- Second Amended and Restated Stockholders Agreement and the Registration Rights Agreement, statutory or otherwise, for the benefit of the Company, any stockholder, or any other person. To to the Company's knowledge, there are no restrictions on the transfer of the Shares other than those imposed by relevant state and except as contemplated by this Agreement and federal securities laws. Except as set forth herein and in Schedule 2.5the Second Amended and Restated Stockholders Agreement, there are no agreements, understandings, trusts or collaborative arrangements or understandings concerning the voting or transfer holder of the capital stock of the Company. The offer and sale of all capital stock and other securities any security of the Company issued prior is entitled to preemptive or similar statutory or contractual rights, either arising pursuant to any agreement or instrument to which the Closing complied with Company is a party or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect theretothat are otherwise binding upon the Company.

Capitalization; Status of Capital Stock. As of November 30, 1997set forth in Exhibit 2.10, the authorized capital stock Capitalization Table and the Subsequent Capitalization Table, and as of the date hereof, the Company consisted had a total authorized capitalization consisting of Five Hundred Million (i500,000,000) 25,000,000 shares of Common Stock, par value $.001 per share, and (ii) 1,500,000 shares of Preferred Stock, without 0.001 par value, and Ten Million (10,000,000) shares of which 12,195,819 preferred stock, $0.001 par value. As of Sep. 30, 2011, Nineteen Million Four Hundred Forty-Three Thousand Three Hundred Thirty-Four (19,443,334) shares of Common Stock were issued and outstanding and 1,670,425 shares reserved for issuance (not including shares reserved for issuance in connection with the transactions contemplated hereby) outstanding, and no shares of Preferred Stock preferred stock were outstanding. No additional shares or warrants were issued or outstandingby the Company as of Sep. 30, 2011. As of that date, the Company also has for a period of 24 consecutive months from the Company's form 15c2-11 filing with FINRA, an option, outstanding to the Purchaser that allows the Purchaser to purchase an additional one million shares of Common Stock of the Company, exercisable at a price that is equal to the public offering price of the Common Stock in a future Form S-1 registration statement, and options outstanding issued to the Company's executives according to the Company's Employee Stock Option Plan (ESOP) that converts into two million shares of Common Stock at par face value ($0.001). All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. With the exception of the Shares, the Warrants, the Contingent Warrants, options to purchase 1,385,825 shares of Common Stock granted to directors, officers and other employees of the Company, options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plans, no options, warrants, subscriptions or rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorized, issued or outstanding. None of the Company's ’s outstanding securities or authorized capital stock are is subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other person. To There are no restrictions on the Company's knowledge, transfer of shares of capital stock of the Company other than those imposed by relevant federal and except state securities laws and as otherwise contemplated by this Agreement and as set forth in Schedule 2.5, there Agreement. There are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the CompanyCompany to which the Company is a party. The offer Company does not have outstanding, and sale has no obligation to grant or issue, any “phantom stock” or other right measured by the profits, revenues or results of all capital stock and other securities operations of the Company issued prior to the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission any portion thereof; or damages with respect theretoany similar rights.

Capitalization; Status of Capital Stock. As of November 30, 1997, the The Company has a total authorized capital stock of the Company consisted capitalization consisting of (i) 25,000,000 24,000,000 shares of Class B Common Stock, par value $.001 per share, and (ii) 1,500,000 shares of Preferred Stock, without .01 par value, of which 12,195,819 6,314,880 shares of Common Stock were are issued and outstanding on the date hereof, (ii) 3,040,000 shares of Class A Common Stock, $.01 par value, of which 3,040,000 shares are issued and 1,670,425 outstanding on the date hereof, (iii) 3,009,600 shares reserved for issuance of Series A Preferred, of which 3,009,600 shares are issued and outstanding on the date hereof, (not including iv) 7,246,036 shares reserved for issuance of Series B Preferred, of which 7,042,254 shares are issued and outstanding on the date hereof, and (v) 4,727,786 shares of Series C Preferred, of which no shares are issued or outstanding, in connection with each case without giving effect to the transactions contemplated hereby) and no . A complete list of the capital shares of Preferred Stock were the Company which has been previously issued or outstandingand the names in which such capital shares are registered on the stock transfer books of the Company is set forth in EXHIBIT 3.16 hereto. All the outstanding capital shares of capital stock of the Company have been duly authorized, are validly issued and are fully paid and non-assessable. The Purchased Shares, when issued and delivered in accordance with the terms hereof and after payment of the purchase price therefor, and the Converted Shares, when issued and delivered upon conversion of the Purchased Shares, will be duly authorized, validly issued, fully paid and non-assessable. With the exception of the Shares, the Warrants, the Contingent Warrants, options to purchase 1,385,825 shares of Common Stock granted to directors, officers and other employees of the Company, options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plansExcept as otherwise set forth in EXHIBIT 3.16, no options, warrants, subscriptions or purchase rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorized, issued or outstanding. None of , nor is the Company's outstanding securities or authorized Company obligated in any other manner to issue its capital stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights shares or other similar rightssecurities except as contemplated by this Agreement. Except as set forth in EXHIBIT 3.16, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other person. To to the Company's knowledge, there are no restrictions on the transfer of capital shares of the Company other than those imposed by relevant Federal and except State securities laws and as otherwise contemplated by this Agreement, the Stockholders' Agreement and the Registration Rights Agreement. Except as set forth in Schedule 2.5EXHIBIT 3.16 and other than as provided in the above-referenced Stockholders' Agreement, to the Company's knowledge, there are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock shares of the Company. Except as set forth in EXHIBIT 3.16, to the Company's knowledge, there are no agreements, understandings or trusts concerning transfers of the capital shares of the Company except for the aforementioned Stockholders' Agreement, the aforementioned Registration Rights Agreement and except as contemplated by this Agreement. The offer and sale of all capital stock shares and other securities of the Company issued prior to before the Closing complied with or were exempt from all applicable federal Federal and state State securities laws and no stockholder has a right of rescission or damages with respect thereto.