Common use of Capitalization; Voting Rights Clause in Contracts

Capitalization; Voting Rights. (i) The authorized capital stock of the Parent, as of the date hereof consists of 1,000,000 shares of Common Stock, par value $0.0001 per share, of which 29,172,635 are issued and outstanding[, and 10,000,000 shares of preferred stock, par value $0.001 per share, of which 248,460 shares are issued and outstanding as Series C Preferred Stock, par value $0.001 per share, and 4,884 shares are issued and outstanding as Series D-1 Preferred Stock, par value $0.001 per share are issued and outstanding]. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on Schedule 12(c).

Capitalization; Voting Rights. (ia) The authorized capital stock of the ParentCompany, as of the date hereof consists of 1,000,000 175,000,000 shares, of which 170,000,000 are shares of Common Stock, par value $0.0001 per share, 48,766,494 shares of which 29,172,635 are issued and outstanding[, and 10,000,000 5,000,000 are shares of preferred stock, par value $0.001 0.01 per share, of which 248,460 100,000 shares have been designated Series A Convertible Preferred Stock, 35,557 of which shares are issued and outstanding as outstanding, and 1,000,000 shares have been designated Series C B Convertible Preferred Stock, par value $0.001 per share, and 4,884 all of which shares are issued and outstanding as Series D-1 Preferred Stock, par value $0.001 per share are issued and outstanding]. The authorized, issued and outstanding authorized capital stock of each Subsidiary of each the Company is set forth on Schedule 12(c)3.3.

Capitalization; Voting Rights. (ia) The authorized capital stock of the ParentCompany, as of the date hereof consists of 1,000,000 110,000,000 shares, of which 100,000,000 are shares of Common Stock, par value $0.0001 0.001 per share, of which 29,172,635 are issued and outstanding[, share and 10,000,000 are shares of preferred stock, par value $0.001 per share, of which 248,460 shares are issued and outstanding as Series C Preferred Stock, par value $0.001 per share, and 4,884 . Of such shares are issued and outstanding as Series D-1 of Preferred Stock, par value $0.001 per share 4,000,000 shares are issued designated Series A Cumulative Convertible Preferred Stock, 4,000,000 shares are designated Series B Cumulative Convertible Preferred Stock, and outstanding]1,0000,000 shares are designated Series C Cumulative Convertible Preferred Stock. The authorized, issued and outstanding authorized capital stock of each Subsidiary of each the Company is set forth on Schedule 12(c)4.2.

Capitalization; Voting Rights. (ia) The authorized capital stock of the ParentCompany, as of the date hereof consists of 1,000,000 35,000,000 shares, of which 30,000,000 are shares of Common Stock, par value $0.0001 0.01 per share, 13,061,721 shares of which 29,172,635 are were issued and outstanding[outstanding on May 20, 2004 , and 10,000,000 5,000,000 are shares of preferred stock, par value $0.001 0.01 per share, share of which 248,460 1,550,000 shares are issued and outstanding designated as Series C Preferred Stock, par value $0.001 per share, and 4,884 shares are issued and outstanding as Series D-1 Preferred Stock, par value $0.001 per share A convertible preferred stock all of which are issued and outstanding]) and 1,666,667 shares are designated Series B convertible preferred stock (33,666.66 shares of which are issued and outstanding). The authorized, issued and outstanding authorized capital stock of each Subsidiary of each the Company is set forth on Schedule 12(c)4.3.

Capitalization; Voting Rights. (i) The authorized capital stock of the Parent, as of the date hereof consists of 1,000,000 110,000,000 shares, of which 100,000,000 are shares of Common Stock, par value $0.0001 0.01 per share, 25,492,713 shares of which 29,172,635 are issued and outstanding[, and 10,000,000 are shares of preferred stock, par value $0.001 .001 per share. Additionally, 10,000 shares of such preferred stock have been designated as 6% Series A Convertible Preferred Stock of which 248,460 5,000 of such shares are issued and outstanding as Series C Preferred Stock, par value $0.001 per share, and 4,884 shares are issued and outstanding as Series D-1 Preferred Stock, par value $0.001 per share are issued and outstanding]. The authorized, issued and outstanding capital stock of each Eligible Subsidiary of each Company is set forth on Schedule 12(c).

Capitalization; Voting Rights. (ia) The authorized capital stock of the ParentCompany, as of the date hereof consists of 1,000,000 45,000,000 shares of Common Stock, common stock par value $0.0001 per share0.01, of which 29,172,635 13,879,565 are issued and outstanding and 5,000,000 shares of preferred stock no par value, of which 15,000 are designated as Series A 8% Convertible Preferred Stock, none of which are issued and outstanding[, and 10,000,000 shares of preferred stock, par value $0.001 per share, of which 248,460 10,000 shares are issued and outstanding designated as Series C B 8% Convertible Preferred Stock, par value $0.001 per share, and 4,884 29 shares are issued and outstanding as Series D-1 Preferred Stock, par value $0.001 per share of which are issued and outstanding], and 10,000 shares are designated as Series C 9% Convertible Preferred Stock, none of which are issued and outstanding. The authorized, issued and outstanding authorized capital stock of each active Subsidiary of each the Company is set forth on Schedule 12(c)4.3.

Capitalization; Voting Rights. (ia) The authorized capital stock of the ParentCompany, as of the date hereof consists of 1,000,000 25,000,000 shares, of which 20,000,000 are shares of Common Stock, par value $0.0001 0.01 per share, share,7,637,000 shares of which 29,172,635 are issued and outstanding[, and 10,000,000 5,000,000 are shares of preferred stock, par value $0.001 .01 per share of which 1,000,925 shares are issued outstanding. The authorized capital stock of the Subsidiary, as of the date hereof consists of 200 shares, of which 200 are shares of Common Stock, no par value per share, 100 shares of which 248,460 shares are issued and outstanding as Series C Preferred Stock, par value $0.001 per share, and 4,884 shares are issued and outstanding as Series D-1 Preferred Stock, par value $0.001 per share are issued and outstanding]. The authorized, issued and outstanding capital stock no shares of each Subsidiary of each Company is set forth on Schedule 12(c)preferred stock.

Capitalization; Voting Rights. (ia) The authorized capital stock of the ParentCompany, as of the date hereof consists of 1,000,000 175,000,000 shares, of which 170,000,000 are shares of Common Stock, par value $0.0001 per share, 48,766,494 shares of which 29,172,635 are issued and outstanding[, and 10,000,000 5,000,000 are shares of preferred stock, par value $0.001 0.0001 per share, 100,000 shares of which 248,460 have been designated Series A Convertible Preferred Stock, 35,557 of which shares are issued and outstanding as outstanding; 1,000,000 shares of which have been designated Series C B Convertible Preferred Stock, par value $0.001 per share, and 4,884 all of which shares are issued and outstanding as outstanding; and 600,000 shares of which have been designated Series D-1 C Convertible Preferred Stock, par value $0.001 per share none of which shares are issued and outstanding]. The authorized, issued and outstanding authorized capital stock of each Subsidiary of each the Company is set forth on Schedule 12(c)3.3.

Capitalization; Voting Rights. (i) The authorized capital stock of the Parent, as of the date hereof consists of 1,000,000 205,000,000 shares, of which 200,000,000 are shares of Common Stock, par value $0.0001 .001 per share, 13,326,810 shares of which 29,172,635 are issued and outstanding[, and 10,000,000 5,000,000 are shares of preferred stock, of which 2,500,000 have been designated as Series A, par value $0.001 .001 per share, share of which 248,460 2,466,971 shares are issued and outstanding as Series C Preferred Stock, par value $0.001 per share, and 4,884 outstanding. The remaining 2,500,000 shares are issued and outstanding as Series D-1 Preferred Stock, par value $0.001 per share are issued and outstanding]of preferred stock have not been designated. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on Schedule SCHEDULE 12(c).

Capitalization; Voting Rights. (ia) The authorized capital stock of the ParentCompany, as of the date hereof consists of 1,000,000 85,000,000 shares, of which 80,000,000 are shares of Common Stock, par value $0.0001 0.01 per share, 47,594,823 shares of which 29,172,635 are issued and outstanding[, and 10,000,000 5,000,000 are shares of preferred stock, par value $0.001 0.01 per share, share of which 248,460 11,778 shares are issued of Series G preferred stock ($10 stated value), 579,765 shares of Series I preferred stock ($10 stated value) and outstanding as 708.8 shares of Series C Preferred Stock, par value J preferred stock ($0.001 per share, and 4,884 shares are issued and outstanding as Series D-1 Preferred Stock, par value $0.001 per share 1000 stated value) are issued and outstanding]. The authorized, issued and outstanding capital stock of each Subsidiary of each the Company is set forth on Schedule 12(c)4.3.

Capitalization; Voting Rights. (ia) The authorized capital stock of the ParentCompany, as of the date hereof hereof, consists of 1,000,000 of: (i) 45,000,000 shares of Common Stock, par value $0.0001 per share, of which 29,172,635 there are 7,245,863 shares issued and 7,145,863 shares are issued and outstanding[, and 10,000,000 (ii) 5,000,000 shares of preferred stock, par value $0.001 per share.001, of which: (A) 1,647,059 are designated as Series A Convertible Preferred Stock, all of which 248,460 shares are issued and outstanding and (B) 941,177 are designated as Series C B Convertible Preferred Stock, par value $0.001 per share, and 4,884 shares are issued and outstanding as Series D-1 Preferred Stock, par value $0.001 per share of which 341,176 are issued and outstanding]. The authorized, issued authorized and outstanding capital stock of each Subsidiary of each the Company is set forth on Schedule 12(c)4.3.

Capitalization; Voting Rights. (ia) The authorized capital stock of the ParentCompany, as of the date hereof hereof, consists of 1,000,000 of: (i) 45,000,000 shares of Common Stock, par value $0.0001 per share, of which 29,172,635 there are 7,304,687 shares issued and 7,269,197 shares are issued and outstanding[, and 10,000,000 (ii) 5,000,000 shares of preferred stock, par value $0.001 per share.001, of which: (A) 1,647,059 are designated as Series A Convertible Preferred Stock, all of which 248,460 shares are issued and outstanding and (B) 941,177 are designated as Series C B Convertible Preferred Stock, par value $0.001 per share, and 4,884 shares are issued and outstanding as Series D-1 Preferred Stock, par value $0.001 per share of which 341,176 are issued and outstanding]. The authorized, issued authorized and outstanding capital stock of each Subsidiary of each the Company is set forth on Schedule 12(c)4.3.

Capitalization; Voting Rights. (i) The authorized capital stock of the Parent, as of the date hereof consists of 1,000,000 205,000,000 shares, of which 200,000,000 are shares of Common Stock, par value $0.0001 .001 per share, 12,887,226 shares of which 29,172,635 are issued and outstanding[, 1,433,639 shares of which are held in the treasury and 10,000,000 5,000,000 are shares of preferred stock, of which 2,500,000 have been designated as Series A, par value $0.001 .001 per share, share of which 248,460 2,466,971 shares are issued and outstanding as Series C Preferred Stock, par value $0.001 per share, and 4,884 outstanding. The remaining 2,500,000 shares are issued and outstanding as Series D-1 Preferred Stock, par value $0.001 per share are issued and outstanding]of preferred stock have not been designated. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on Schedule SCHEDULE 12(c).

Capitalization; Voting Rights. (ia) The authorized capital stock of the ParentCompany, as of the date hereof consists of 1,000,000 35,000,000 shares, of which 30,000,000 are shares of Common Stock, par value $0.0001 0.01 per share, 13,310,622 shares of which 29,172,635 are were issued and outstanding[outstanding on January 25, 2005, and 10,000,000 5,000,000 are shares of preferred stock, par value $0.001 0.01 per share, share of which 248,460 1,550,000 shares are issued and outstanding designated as Series C Preferred Stock, par value $0.001 per share, and 4,884 shares are issued and outstanding as Series D-1 Preferred Stock, par value $0.001 per share A convertible preferred stock all of which are issued and outstanding]) and 1,666,667 shares are designated Series B convertible preferred stock (no shares of which are issued and outstanding). The authorized, issued and outstanding authorized capital stock of each Subsidiary of each the Company is set forth on Schedule 12(c)4.3.