Common use of Equity Capitalization Clause in Contracts

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares are issued and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of preferred stock, of which as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above in this Section 3(p): (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional capital stock of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or by which the Company is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (v) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company is or may become bound to redeem a security of the Company; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (xi) 30,000,000 16,666,666 shares of Common Stock, of which as 2,307,632 shares of the date hereof, 10,964,602 shares Common Stock are issued and outstanding, 2,529,378 outstanding and 6,850,161 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities Convertible Securities (as defined below) (other than the Preferred Shares and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (yii) 10,000,000 50,000,000 shares of preferred stock, of which as of the date hereof, none 78,910 are issued and outstanding. “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessablenon-assessable. Except as set forth above disclosed in this Section 3(p): the SEC Documents, (i) none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, amounts filed in connection with the CompanyCompany or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) neither the Company does not have nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company has no nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents but which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would could not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities Convertible Securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 200,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 43,904,261 including 2,500,000 shares held in treasury are issued and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no 11,769,949 shares are reserved for issuance pursuant to securities (other than the Preferred Shares and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, Stock and (yii) 10,000,000 5,000,000 shares of preferred stock, none of which which, as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(pSchedule 3(r): (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as defined in Section 3(s)) of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate Articles of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 200,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 46,911,282 shares are issued and outstanding, 2,529,378 9,121,422 shares are reserved for issuance pursuant to the Company’s employee incentive plan 's stock option and other options purchase plans and warrants outstanding and no 9,058,094 shares are reserved for issuance pursuant to securities (other than the aforementioned options, the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (yii) 10,000,000 1,000,000 shares of preferred stock, par value $0.01 per share, 4,500 of which shares of preferred stock designated as Series A Convertible Preferred Stock are issued and outstanding as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above in this Section 3(p): disclosed in: (i) none of the Company’s 's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) other than the financing statements perfecting the lien on the Company's Subsidiaries processing portfolios income stream in connection with the credit facility from RBL Capital Group, LLC, there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “"phantom stock” " plans or agreements or any similar plan or agreement; and (ix) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business 's or any of its Subsidiary's' respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s 's Amended and Restated Certificate of Incorporation, as amended and as in effect on the date hereof (the “"Certificate of Incorporation”"), and the Company’s 's Bylaws, as amended and as in effect on the date hereof (the “"Bylaws”"), and the terms of all securities convertible into, or exercisable or exchangeable for, for shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 65,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares 21,501,206 are issued and outstanding, 2,529,378 2,824,000 shares are reserved for issuance pursuant to the Company’s employee incentive plan 's stock option and other options and warrants outstanding purchase plans and no shares are reserved for issuance pursuant to securities (other than the Warrantsaforementioned options and the Notes) exercisable or exchangeable for, or convertible into, shares of Common Stock, Stock and (yii) 10,000,000 2,000,000 shares of preferred stock, par value $0.001 per share, of which as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(pSchedule 3(r): (i) none of the Company’s 's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “"phantom stock” " plans or agreements or any similar plan or agreement; and (ix) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business 's or its Subsidiaries' respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate 's Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate "Articles of Incorporation”"), and the Company’s 's Bylaws, as amended and as in effect on the date hereof (the “"Bylaws”"), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of August 2, 2005, after giving effect to the date hereoftransactions contemplated by the Transaction Documents, the authorized capital stock of the Company consists of of: (xi) 30,000,000 500,000,000 shares of Class A Common Stock, par value $0.0001 per share, of which as of the date hereof, 10,964,602 165,748,763 shares are issued and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities ; (other than the Warrantsii) exercisable or exchangeable for, or convertible into, 100,000,000 shares of Class B Common Stock, par value $0.0001 per share (the "CLASS B COMMON STOCK", and (y) 10,000,000 shares of preferred stocktogether with the Class A Common Stock, collectively referred to herein as the "COMMON STOCK"), of which as of the date hereof, none 56,072,860 shares are issued and outstanding; and (iii) 5,000,000 shares of Preferred Stock, par value $0.0001 per share, of which no shares are issued and outstanding. The Class B Common Stock is convertible into Class A Common Stock on a one-for one basis at the option of the holders. Other than with respect to voting and conversion rights as set forth in the Certificate of Incorporation, all other rights, such as voting powers, designations, preferences, rights and qualifications, limitations or restrictions of the shares of Class B Common Stock are identical to that of the shares of Class A Common Stock. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above in this Section 3(p): (i) disclosed on Schedule 3(o)(i), none of the Company’s 's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) . Except as disclosed on Schedule 3(o)(ii), there are no outstanding options, warrants, scriprights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Material Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Material Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Material Subsidiaries or options, warrants, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional capital stock of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or by which the Company is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (v) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company is or may become bound to redeem a security of the Company; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereofExecution Date, the authorized capital stock of the Company consists of (xi) 30,000,000 250,000,000 shares of Common Stock, of which as of the date hereofExecution Date, 10,964,602 shares 2,554,197 are issued and outstanding, 2,529,378 shares none are reserved for issuance pursuant to the Company’s employee incentive plan stock option and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, purchase plans and (yii) 10,000,000 shares of preferred stock, of which $0.0001 par value per share and, as of the date hereofExecution Date, none no shares of which are issued and outstanding. All of such the Company’s outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. The capitalization of the Company immediately prior to the Closing Date is set forth on Schedule 3(r)(A) attached hereto and the capitalization of the Company immediately following the Closing Date is set forth on Schedule 3(r)(B) attached hereto. Except as set forth above disclosed in Schedule 3(r)(C), other than with respect to the securities issued pursuant to this Section 3(p): Agreement, (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does has not have issued any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreementrights; and (ix) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents Financial Statements in accordance with GAAP but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do not or would not have a Material Adverse EffectFinancial Statements. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate certificate of Incorporationincorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (x) 30,000,000 shares an unlimited number of Common StockOrdinary Shares, of which as of the date hereofwhich, 10,964,602 shares 277,449,050 Ordinary Shares are issued and outstanding, 2,529,378 shares outstanding and [ ] are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities Convertible Securities (as defined below) (other than the Convertible Notes and Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of preferred stock, of which as of the date hereof, none ). No Ordinary Shares are issued and outstandingheld in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessablenon-assessable. Except as set forth above provided in this Section 3(p): the SEC Documents, (i) none to the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding Ordinary Shares (calculated based on the assumption that all Convertible Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% shareholder for purposes of federal securities laws); (ii) the Company’s capital stock is and the capital stock of its Subsidiaries are not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyLiens; and (iiiii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, respectively (other than as may be issued from time to time under any equity incentive plan maintained); (iiiiv) there are no outstanding debt securities, convertible notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (ivv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, amounts filed in connection with the Company; (v) there are no agreements Company or arrangements under which the Company is obligated to register the sale of any of its securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Subsidiaries; ; (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) neither the Company does not have nor any of its Subsidiaries has stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has no does not have any liabilities or obligations required to be disclosed in the SEC Documents but which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do which does not or would could not have a Material Adverse Effect. The Company has furnished or made available to the Buyers SEC Documents contain true, correct and complete copies copy of the Company’s Certificate of Incorporation, as amended and charter as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”)hereof, and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock Ordinary Shares and the material rights of the holders thereof in respect theretothereof.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (xi) 30,000,000 200,000,000 shares of Common Stock, of which as which, 21,649,623 shares of the date hereof, 10,964,602 shares Common Stock are issued and outstanding, 2,529,378 outstanding and 2,536,269 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities Convertible Securities (as defined below) (other than the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (yii) 10,000,000 shares of preferred stock, none of which as of the date hereof, none are issued and outstanding. “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessablenon-assessable. Except as set forth above disclosed in this Section 3(p): the SEC Documents, (i) none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, amounts filed in connection with the CompanyCompany or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) neither the Company does not have nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company has no nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents but which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities Convertible Securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 100,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares 52,389,284 are issued and outstanding, 2,529,378 8,338,952 shares are reserved for issuance pursuant to the Company’s employee incentive plan stock option and other options purchase plans and warrants outstanding and no 1,230,271 shares are reserved for issuance pursuant to securities (other than the Warrantsaforementioned options and the Notes) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (yii) 10,000,000 5,000,000 shares of preferred stock, par value $0.01, of which as of the date hereof, none no shares are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(pSchedule 3(r): (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or by which the Company is or may become bound; (iv) there are no Uniform Commercial Code financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (viv) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (viv) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (viivi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiivii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ixviii) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers (except if the same are available on Xxxxx) true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), ) and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (x) 30,000,000 shares an unlimited number of Common StockOrdinary Shares, of which as of the date hereofwhich, 10,964,602 shares 88,846,677 Ordinary Shares are issued and outstanding, 2,529,378 shares outstanding and [ ] are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities Convertible Securities (as defined below) (other than the Convertible Notes and Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of preferred stock, of which as of the date hereof, none ). No Ordinary Shares are issued and outstandingheld in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessablenon-assessable. Except as set forth above provided in this Section 3(p): the SEC Documents, (i) none to the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding Ordinary Shares (calculated based on the assumption that all Convertible Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% shareholder for purposes of federal securities laws); (ii) the Company’s capital stock is and the capital stock of its Subsidiaries are not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyLiens; and (iiiii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, respectively (other than as may be issued from time to time under any equity incentive plan maintained); (iiiiv) there are no outstanding debt securities, convertible notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (ivv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, amounts filed in connection with the CompanyCompany or any of its Subsidiaries; (vvi) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreementas provided in Section 5(h) hereof); (vivii) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (viiviii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiiix) neither the Company does not have nor any of its Subsidiaries has stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ixx) the Company has no does not have any liabilities or obligations required to be disclosed in the SEC Documents but which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do which does not or would could not have a Material Adverse Effect. The Company has furnished or made available to the Buyers SEC Documents contain true, correct and complete copies copy of the Company’s Certificate of Incorporation, as amended and charter as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”)hereof, and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock Ordinary Shares and the material rights of the holders thereof in respect theretothereof.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of 160,000,000 shares, comprised of (x) 30,000,000 150,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 31,952,749 shares are issued and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of preferred stock, par value $0.01 per share, of which as 600,000 shares are designated Series B nonredeemable convertible preferred stock, of the date hereof, none which 475,087 shares are issued and outstanding, and no other shares of the Company’s preferred stock are issued or outstanding. All of such outstanding shares of the Company’s capital stock have been, or upon issuance will be, validly issued and are are, or upon issuance will be, fully paid and nonassessable. Except as set forth above in this Section 3(p): described on Schedule 3(q), with respect to any debt or equity instruments of the Company and its Subsidiaries, (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers Buyers, through XXXXX, true, correct and complete copies of the Company’s Certificate certificate of Incorporationincorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereofInitial Closing Date, the authorized capital stock of the Company consists of (xi) 30,000,000 200,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 4,081,393 shares are issued and outstanding, 2,529,378 709,876 shares are reserved for issuance pursuant to the Company’s employee incentive plan stock option and other options and purchase plans, 5,684,603 shares are reserved for issuance upon exercise of warrants outstanding and no 4,374,624 shares are reserved for issuance pursuant to securities (other than the aforementioned options, warrants and the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (yii) 10,000,000 50,000,000 shares of preferred stock, par value $0.0001 per share, none of which are issued and outstanding as of the date hereof, none hereof and (iii) there are issued and outstanding2,776,367 shares of Common Stock held by non-affiliates of the Company. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above in this Section 3(p): the SEC Documents or as disclosed in Schedule 3(q), (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or any of its Subsidiary’s’ respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, for shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereofDecember 19, 2013, the authorized capital stock of the Company consists of (xi) 30,000,000 33,333,333 shares of Common Stock, of which which, as of the date hereof, 10,964,602 10,922,968 shares are issued and outstanding, 2,529,378 965,030 shares are reserved for issuance pursuant to the Company’s employee equity incentive plan compensation plans and other options and warrants outstanding and no 9,891,290 shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (yii) 10,000,000 5,000,000 shares of preferred stock, par value $1.00 per share (the “Preferred Stock”), of which which, as of the date hereof, none are one share is issued and outstandingoutstanding and designated as Series A Voting Preferred Stock (the “Series A Preferred Stock”). All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed or described in this Section 3(pthe Filed SEC Documents (other than with respect to subclause (G) below): (iA) none no shares of the Company’s capital stock is are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (iiB) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries (except for agreements entered into on or after the date hereof (i) to sell Common Stock and Preferred Stock and/or (ii) to issue Common Stock in exchange for Series B Notes) or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries; (iiiC) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness indebtedness in an amount in excess of $5,000,000 (excluding intercompany indebtedness) of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (ivD) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with naming the CompanyCompany or any of its Subsidiaries (other than liens securing or permitted by the Financing Facilities); (vE) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Securities Act (except pursuant to the Registration Rights AgreementAgreement and other such agreements entered into on or after the date hereof in connection with (i) the sale of Common Stock or Preferred Stock and (ii) the exchange of Common Stock for Series B Notes); (viF) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem or repurchase a security of the CompanyCompany or any of its Subsidiaries; (viiG) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the SecuritiesShares, the Conversion Shares or the other transactions contemplated by the Transaction Documents; (viiiH) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ixI) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed or described in the SEC Documents but not so disclosed or described in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and or any Subsidiary’s respective businesses or which, individually or in the aggregate, do not or would not be reasonably likely to have a Material Adverse Effect. The Company confirms that it has furnished or made available to filed with the Buyers SEC true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 225,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares 13,913,056 are issued and outstanding, 2,529,378 2,235,669 shares are will be reserved for issuance pursuant upon the exercise of warrants granted or to be granted under the Company’s employee incentive plan 2000 Employee Performance Equity Plan and other options and warrants outstanding and no 1,982,544 shares are reserved for issuance pursuant to securities (other than the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 2,553.6746 shares of Series A Junior Participating Preferred Stock, and par value $0.001 per share (ythe “Series A Preferred Stock”) 10,000,000 shares 2,553.6746 of preferred stockwhich, of which as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon u pon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(pSchedule 3(r): (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany (other than as to the Bridge Lenders in connection with the Bridge Facility); and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable exercis able or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (except for the Bridge Facility) of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries (other than by the Bridge Agent in connection with the Bridge Facility); (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar xxxxxx r provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 100,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 15,512,381 shares are issued and outstanding, 2,529,378 5,095,765 shares are reserved for issuance pursuant to the Company’s employee incentive plan stock option and other options purchase plans and warrants outstanding and no 33,776,096 shares are reserved for issuance pursuant to securities (other than the Warrantsaforementioned options and the Notes) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (yii) 10,000,000 shares of preferred stock, par value $0.001 per share, none of which are issued and outstanding as of the date hereof, none . No shares of Common Stock are issued held in treasury and outstanding. All all of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above in this Section 3(p): . (i) none None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; and (ii) except as disclosed in Schedule 3(r)(ii), there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(r)(iii), there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, amounts filed in connection with the CompanyCompany or any of its Subsidiaries; (v) except as disclosed in Schedule 3(r)(v), there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) except as disclosed in Schedule 3(r)(vii), there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) neither the Company does not have nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any Subsidiary has no any liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or any of its Subsidiary’s’ respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate Articles of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, for shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereofEffective Date, the authorized capital stock of the Company consists of (x) 30,000,000 1,010,000,000 shares of capital stock, of which 1,000,000,000 shares are Common Stock, and 10,000,000 shares are undesignated preferred stock. As of May 31, 2023, the Company had 514,579,824 shares of Common Stock, of which as of the date hereof, 10,964,602 shares are issued and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants Stock outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of preferred stock, of which as of the date hereof, none are issued and stock outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents that have not been effectively waived as of the Closing Date. Except as set forth above in this Section 3(p): the SEC Documents or as a result of the purchase and sale of the Common Shares: (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness material indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Securities Act (except for the registration rights granted pursuant to the Registration Rights AgreementSection 8 hereof); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the SecuritiesCommon Shares, Common Warrants or Warrant Shares; and (viii) the Company does not and its Subsidiaries have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would not reasonably be expected to have a Material Adverse Effect. The Company has furnished or made available to the Buyers Purchasers, or filed as exhibits to the SEC Documents, true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereofInitial Closing Date, the authorized capital stock of the Company consists of (xi) 30,000,000 200,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 4,081,393 shares are issued and outstanding, 2,529,378 709,876 shares are reserved for issuance pursuant to the Company’s employee incentive plan stock option and other options and purchase plans, 6,084,600 shares are reserved for issuance upon exercise of warrants outstanding and no 4,774,624 shares are reserved for issuance pursuant to securities (other than the aforementioned options, warrants and the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (yii) 10,000,000 50,000,000 shares of preferred stock, par value $0.0001 per share, none of which are issued and outstanding as of the date hereof, none hereof and (iii) there are issued and outstanding2,776,367 shares of Common Stock held by non-affiliates of the Company. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above in this Section 3(p): the SEC Documents or as disclosed in Schedule 3(q), (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or any of its Subsidiary’s’ respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, for shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 2,000,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares 38,285,289 are issued and outstanding, 2,529,378 up to 4,000,000 shares are will be reserved for issuance pursuant to the Company’s employee incentive plan 's stock option and other options purchase plans and warrants outstanding and no 4,141,378 shares are reserved for issuance pursuant to securities (other than the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, Stock and (yii) 10,000,000 1,000,000 shares of preferred stock, par value $0.0001 per share, of which as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(pSchedule 3(r): (i) none of the Company’s 's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “"phantom stock” " plans or agreements or any similar plan or agreement; and (ix) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business 's or its Subsidiaries' respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers Buyer true, correct and complete copies of the Company’s Certificate 's Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate "Articles of Incorporation”"), and the Company’s 's Bylaws, as amended and as in effect on the date hereof (the “"Bylaws”"), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As The issued and outstanding shares of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 shares of Common Stockhave been validly issued, of which are fully paid and non-assessable. The Company has an authorized, issued and outstanding capitalization as set forth in the Registration Statement, the Prospectus and the Prospectus Supplement as of the date hereof, 10,964,602 shares are issued and outstanding, 2,529,378 shares are reserved for issuance pursuant dates referred to therein (other than (i) the grant of additional options or other awards under the Company’s employee existing equity incentive plan and other options and warrants plans, (ii) changes in the number of outstanding and no Common Stock of the Company due to the issuance of shares are reserved for issuance pursuant to upon the exercise or conversion of securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of preferred stock, of which as of Stock outstanding on the date hereof, none are issued and outstanding. All (iii) the vesting of such awards under the Company’s existing equity incentive plans outstanding on the date hereof, (iv) as a result of the issuance of shares have beenof Common Stock pursuant to the Notes, (v) any repurchases of capital stock of the Company, or upon issuance will be(v) as otherwise disclosed in the Registration Statement, validly issued Prospectus or Prospectus Supplement), and are fully paid and nonassessable. Except as such authorized capital stock conforms to the description thereof set forth above in this Section 3(p): the Registration Statement, the Prospectus and the Prospectus Supplement. The description of the Common Stock in the Registration Statement, the Prospectus and the Prospectus Supplement is complete and accurate in all material respects. (i) none None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Securities Act (except pursuant to the Registration Rights this Agreement); (viv) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (viivi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiivii) neither the Company does not have nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ixviii) neither the Company has no nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents but which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would could not have a Material Adverse Effect. The Company has furnished or made available to the Buyers SEC Documents contain true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of IncorporationCharter”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities Convertible Securities. “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, or exercisable or exchangeable for, shares of Common Stock and or which otherwise entitles the material rights holder thereof to acquire, any capital stock or other security of the holders thereof in respect theretoCompany (including, without limitation, Common Stock) or any of its Subsidiaries.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 390,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 263,038,334 shares are issued and outstanding, 2,529,378 70,000,000 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options 's outstanding option and warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (yii) 10,000,000 shares of the Company's preferred stock, par value $0.00003 per share (the “Preferred Stock”), of which as of the date hereof, none no shares are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessablenon-assessable. Except as set forth above in this the Section 3(p): 3(r), (i) none of the Company’s 's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company other than such liens and encumbrances as may be placed or incurred, either voluntarily or involuntarily, on the Company’s capital stock by the holders thereof; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries; (iii) except as disclosed in the SEC Filings, there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) except as set forth in Schedule 3(r), there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business 's or any of its Subsidiary's' respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s 's Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s 's Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. The Company owns beneficially and of record 100% of the outstanding shares of stock of each SPA Subsidiary other than Xxxx, with respect to which the Company holds a 65% interest.

Equity Capitalization. As of the date hereofof this Agreement, the authorized share capital stock of the Company consists of (x) 30,000,000 shares of Common Stock150,700,000 Ordinary Shares and 7,680,000 Series A Preferred Shares, of which as of the date hereof, 10,964,602 shares 47,010,318 Ordinary Shares and 6,680,000 convertible Series A Preferred Shares are issued and outstanding, 2,529,378 shares approximately 12,774,731 Ordinary Shares are reserved for issuance pursuant to the Company’s employee incentive plan 's stock option and other options purchase plans and warrants outstanding and no 11,877,465 shares are reserved for issuance pursuant to securities (other than the WarrantsSecurities) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of preferred stock, of which as of the date hereof, none are issued and outstandingOrdinary Shares. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth disclosed above and in this Section 3(p): the Company's filings with the SEC available on XXXXX: (i) none of the Company’s capital stock 's Ordinary Shares is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any share capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional share capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any share capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the SecuritiesSecurities (except certain warrants issued in relation to two financing transactions closed in May 2004 and December 2004); (viii) the Company does not have any stock appreciation rights or “"phantom stock” " plans or agreements or any similar plan or agreement; and (ix) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business 's or its Subsidiaries' respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 200,000,000 shares of Common Stock, of which which, 42,906,774 were issued and outstanding as of the date hereofSeptember 3, 10,964,602 shares are issued 2019, and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no 27,027,527 shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common StockStock (inclusive of convertible preferred stock), and (yii) 10,000,000 5,500,000 shares of preferred stock, of which 2,857,143 were issued and outstanding as of the date hereofSeptember 3, none 2019. No shares of Common Stock or preferred stock are issued and outstandingheld in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above has been disclosed in this Section 3(p): the SEC Documents: (i) none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, 8 notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, amounts filed in connection with the CompanyCompany or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to Act, other than agreements with the Registration Rights Agreement)Buyer; (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.its Subsidiaries;

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 shares of 50,000,000 Common StockShares, of which as of the date hereof, 10,964,602 33,706,938 shares are issued and outstanding, 2,529,378 2,000,000 shares are reserved and maintained for issuance pursuant to the Company’s employee incentive plan 's stock option and other options purchase plans, and warrants outstanding 8,000,000 shares are issuable to Xx. Xx upon the Company achieving certain operating milestones pursuant to a stock purchase agreement dated April 14, 2007, and no shares are reserved for issuance pursuant to securities (other than the aforementioned options, the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, Shares and (yii) 10,000,000 shares of 1,000,000 preferred stockshares, par value $0.0001 per share, of which as of the date hereof, none of such preferred shares are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(pSchedule 3(r): (i) none of the Company’s 's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the SecuritiesCompany Securities or by the delivery of the Lu Conversion Shares, the Lu Warrant Shares and the Lu Additional Conversion Shares pursuant to the terms of the Put Agreements; (viii) the Company does not have any stock appreciation rights or “"phantom stock” " plans or agreements or any similar plan or agreement; and (ix) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business 's or any of its Subsidiary's' respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate 's Memorandum of IncorporationAssociation, as amended and as in effect on the date hereof (the “Certificate "Memorandum of Incorporation”Association"), and the Company’s Bylaws's Articles of Association, as amended and as in effect on the date hereof (the “Bylaws”"Articles of Association"), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock Shares and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares 6,473,635 are issued and outstanding, 2,529,378 980,836 shares are reserved for issuance pursuant to the Company’s employee incentive plan stock option and other options purchase plans and warrants outstanding and no 70,000 shares are reserved for issuance pursuant to securities (other than the Original Notes, the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, Stock and (yii) 10,000,000 1,000,000 shares of undesignated preferred stock, no par value, of which as of the date hereof, hereof none are of which is issued and outstandingoutstanding or reserved for issuance. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(pSchedule 3(r): (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as defined in Section 3(s)) of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would not reasonably be expected to have a Material Adverse Effect. The Company has furnished or made available to the Buyers Buyer true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate Articles of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 225,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares 11,744,056 are issued and outstanding, 2,529,378 2,235,669 shares are will be reserved for issuance pursuant upon the exercise of warrants granted or to be granted under the Company’s employee incentive plan 2000 Employee Performance Equity Plan and other options and warrants outstanding and no 1,982,544 shares are reserved for issuance pursuant to securities (other than the Aggregate Notes, Preferred Shares and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (yii) 10,000,000 2,347.7745 shares of preferred stockSeries A Junior Participating Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”) all of which which, as of the date hereof, none are issued and outstanding, (iii) 300 shares of Series B Preferred Stock, all of which, as of the date hereof, are issued and outstanding, and (iv) 30 shares of Series B-1 Preferred Stock, all of which, as of the date hereof, are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(pSchedule 3(r): (i) none of the Company’s nor any of its Subsidiaries’ capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Companyencumbrances; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (except for the Permitted Senior Indebtedness) of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) other than with respect to the Permitted Senior Indebtedness, there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement and the Coty Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company which or any of its Subsidiaries that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), the constitutive documents for each of the Company’s Subsidiaries and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect theretoof the Company and its Subsidiaries. Upon consummation of the transactions contemplated by the Transaction Documents (as defined herein and in the Other Securities Purchase Agreement), the capitalization of the Company shall be as set forth on Schedule 3(r-2). Except for the Warrants, none of the options or warrants listed in Schedule 3(r-2) contain any anti dilution protection other than anti-dilution protection related to stock splits, stock dividends, reverse stock splits, recapitalizations and reorganizations (for the avoidance of doubt, such anti-dilution protections do not include any “issuance-price” based anti-dilution protections).

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 200,000,000 shares of Common Stock, of which which, 33,846,393 were issued and outstanding as of the date hereofAugust 14, 10,964,602 shares are issued 2018, and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no 24,360,895 shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (yii) 10,000,000 500,000 shares of preferred stock, of which zero were issued and outstanding as of the date hereofAugust 14, none 2018. No shares of Common Stock or preferred stock are issued and outstandingheld in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above has been disclosed in this Section 3(p): the SEC Documents: (i) none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, amounts filed in connection with the CompanyCompany or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) neither the Company does not have nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company has no nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents but which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would could not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 80,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares 23,959,702 are issued and outstanding, 2,529,378 2,177,500 shares are reserved for issuance pursuant to the Company’s employee incentive plan stock option and other options purchase plans and warrants outstanding and no 1,034,529 shares are reserved for issuance pursuant to securities (other than the aforementioned options, and the Notes or the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, Stock and (yii) 10,000,000 20,000,000 shares of preferred stock, par value $0.0001 per share, of which as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed elsewhere in this Section 3(pAgreement or the Schedules hereto, in the SEC Documents or in Schedule 3(r): (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 200,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 32,050,366 shares are issued and outstanding, 2,529,378 1,000,000 shares are reserved for issuance pursuant to the Company’s employee incentive plan stock option and other options purchase plans and warrants outstanding and no 10,295,018 shares are reserved for issuance pursuant to securities (other than the aforementioned options, the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 . All outstanding shares of preferred stock, of which as of the date hereof, none are issued and outstanding. All of such outstanding shares Company’s capital stock have been, or upon issuance will be, validly issued and are are, or upon issuance will be, fully paid and nonassessable. Except as set forth above in this Section 3(p): With respect to any debt or equity instruments of the Company and its Subsidiaries, (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has Issuer Parties have furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate certificate of Incorporationincorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), the Guarantor’s certificate of incorporation, as amended and as in effect on the date hereof (the “Guarantor Charter”), and the Guarantor’s bylaws, as amended and as in effect on the date hereof (the “Guarantor Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 200,000,000 shares of Common Stock, of which which, 42,906,774 were issued and outstanding as of the date hereofSeptember 3, 10,964,602 shares are issued 2019, and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no 27,027,527 shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common StockStock (inclusive of convertible preferred stock), and (yii) 10,000,000 5,500,000 shares of preferred stock, of which 2,857,143 were issued and outstanding as of the date hereofSeptember 3, none 2019. No shares of Common Stock or preferred stock are issued and outstandingheld in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above has been disclosed in this Section 3(p): the SEC Documents: (i) none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, amounts filed in connection with the CompanyCompany or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to Act, other than agreements with the Registration Rights Agreement)Buyer; (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) neither the Company does not have nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company has no nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents but which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would could not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 45,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 16,654,550 shares are issued and outstanding, 2,529,378 1,796,121 shares are reserved for issuance pursuant to the Company’s employee incentive plan stock option and other options purchase plans and warrants outstanding and there are no shares are reserved for issuance pursuant to securities (other than the Warrantsaforementioned options and the Notes) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (yii) 10,000,000 5,000,000 shares of preferred stock, par value $0.001 per share, none of which are issued and outstanding as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(pSchedule 3(ll): (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or any of its Subsidiary’s’ respective businesses and which, individually or in the aggregate, do not or would not reasonably be expected to have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s BylawsByLaws, as amended and as in effect on the date hereof (the “BylawsByLaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, for shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 75,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 2,105,187 shares are issued and outstanding, 2,529,378 415,000 shares are reserved for issuance pursuant to the Company’s employee incentive plan 's stock option and other options and warrants outstanding purchase plans and no shares are reserved for issuance pursuant to securities (other than the aforementioned options, the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of preferred stock, of which as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. No preferred stock of the Company is authorized, issued or outstanding. Except as set forth above disclosed in this Section 3(pSchedule 3(r): (i) none of the Company’s 's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “"phantom stock” " plans or agreements or any similar plan or agreement; and (ix) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business 's or any of its Subsidiary's' respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s 's Certificate of Incorporation, as amended and as in effect on the date hereof (the “"Certificate of Incorporation”"), and the Company’s 's Bylaws, as amended and as in effect on the date hereof (the “"Bylaws”"), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 800,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 334,115,403 shares are issued and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (yii) 10,000,000 shares of preferred stock, par value $0.001 per share, of which as of the date hereof, none are issued and outstanding. Except as provided on Schedule 3(r), the Company does not have any shares reserved for issuance pursuant to the Company’s stock option plan, pursuant to outstanding options, warrants and other securities exercisable exchangeable for, or convertible into, shares of Common Stock. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above in this Section 3(p): on Schedule 3(r), (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no effective financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries that have not been terminated or that will not be terminated on or prior to the Closing; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. Not less than $2,150,000 principal amount of debt securities identified in Schedule 3(r) will automatically convert into shares Common Stock prior to October 31, 2010. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereofClosing Date, the authorized capital stock Capital Stock and the issued and outstanding Equity Interests of the Company consists of (x) 30,000,000 shares of Common Stock, of which Borrower and MES are as of the date hereof, 10,964,602 shares are issued and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of preferred stock, of which as of the date hereof, none are issued and outstandingset forth on Schedule 6.7. All of such outstanding shares of Capital Stock or other Equity Interests of the Credit Parties have been, or upon issuance will bebeen duly authorized, validly issued and are fully paid and nonassessablenonassessable and are owned by the Persons and in the amounts set forth on Schedule 6.7. Except as set forth above in this Section 3(p): disclosed on Schedule 6.7: (ia) none of the Company’s capital stock is Credit Parties’ Capital Stock or other Equity Interest in the Credit Parties are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCredit Parties; and (iib) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of Capital Stock or other Equity Interest in the CompanyCredit Parties, or contracts, commitments, understandings or arrangements by which the Company is Credit Parties are or may become bound to issue additional capital stock of Capital Stock or other Equity Interest in the Company Credit Parties or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of Capital Stock or other Equity Interest in the CompanyCredit Parties; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or by which the Company is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (vc) there are no agreements or arrangements under which the Company is Credit Parties are obligated to register the sale of any of its securities under the 1933 Act Act, as amended (except pursuant to the Registration Rights AgreementLetter); (vid) there are no outstanding securities or instruments of the Company Credit Parties which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company is Credit Parties are or may become bound to redeem a security of the CompanyCredit Parties; and (viie) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance none of the Securities; (viii) the Company does not Credit Parties have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available Prior to the Buyers Closing, the Borrower and MES have provided to the Lenders true, correct and complete copies of (i) the CompanyBorrower’s Certificate and MES’ certificate or articles of Incorporationincorporation (or other applicable governing document), as amended and as in effect on the date hereof (the “Certificate of Incorporation”)Closing Date, and (ii) the CompanyBorrower’s Bylawsand MES’ bylaws, as amended and as in effect on the date hereof Closing Date (the “Bylaws”or other applicable governing document), and the terms of . Schedule 6.7 identifies all outstanding securities convertible into, or exercisable or exchangeable for, shares of Common Capital Stock and the material rights or other Equity Interests in any of the holders thereof in respect theretoCredit Parties.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 100,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares 23,549,606 are issued and outstanding, 2,529,378 4,000,000 shares are reserved for issuance pursuant to the Company’s employee incentive plan 's stock option and other options purchase plans and warrants outstanding and no 1,932,467 shares are reserved for issuance pursuant to securities (other than the WarrantsSecurities and stock options) exercisable or exchangeable for, or convertible into, shares of Common Stock, Stock and (yii) 10,000,000 5,000,000 shares of preferred stock, $0.001 par value, of which as of the date hereof, hereof none are of which is issued and outstandingoutstanding or reserved for issuance. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(pSchedule 3(r): (i) none of the Company’s 's share capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any share capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional share capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any share capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as defined in Section 3(s)) of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.its Subsidiaries;

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xy) 30,000,000 50,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 35,378,942 shares are issued and outstanding, 2,529,378 4,707,125 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, Stock and (yz) 10,000,000 139,342 shares of preferred stock, par value $0.001 per share, of which as of the date hereof, none no shares are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above in this Section 3(pon Schedule 3(r): (i) none no shares of the Company’s capital stock is are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as defined in Section 3(s)) of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents (as defined herein) but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or any Subsidiary’s respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers Buyer upon such Buyer’s request, true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 50,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares 20,009,230 are issued and outstanding. As of the date hereof, 2,529,378 4,000,000 shares are reserved for issuance pursuant to the Company’s employee incentive plan stock option and other options purchase plans and warrants outstanding and no 36,022,715 shares are reserved for issuance pursuant to securities (other than the aforementioned options, the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of preferred stock, of which as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(pSchedule 3(r): (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights AgreementSection 4(u) hereof); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate Articles of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 100,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares 71,726,833 are issued and outstandingoutstanding (none of which are treasury shares), 2,529,378 9,545,306 shares are reserved for issuance pursuant to the Company’s employee incentive plan 's stock option and other options purchase plans and warrants outstanding and no 3,236,629 shares are reserved for issuance pursuant to securities (other than the Preferred Shares and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of preferred stock, of which as of the date hereof, none 15,000 are issued and none are outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above in this Section 3(p): disclosed on the Prior 10K, the Company's Schedule 14A filed with the SEC on July 19, 2002, or any of the Company's Quarterly Reports on Form 10Q filed with the SEC since the Prior 10K was filed: (i) none no shares of the Company’s 's capital stock is are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as defined in Section 3(r)) of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries (except the Preferred Shares); (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “"phantom stock” " plans or agreements or any similar plan or agreement; and (ix) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents (as defined herein) but not so disclosed in the SEC Documents, other than those incurred in the ordinary course (with respect to each of the Company’s business and (i) through (ix) above) which, individually or in the aggregate, do not or would not reasonably be expected to have a Material Adverse Effect. The Company has furnished or made available to the Buyers Buyer true, correct and complete copies of the Company’s 's Certificate of Incorporation, as amended and as in effect on the date hereof (together with any certificate of designations of any outstanding series of preferred stock of the “Certificate of Incorporation”Company, the "CERTIFICATE OF INCORPORATION"), and the Company’s 's Bylaws, as amended and as in effect on the date hereof (the “Bylaws”"BYLAWS"), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 50,000,000 shares of Common StockStock and 1,000,000 shares of preferred stock, par value $0.01 per share, of which as of the date hereof, 10,964,602 32,177,574 shares of Common Stock are issued and outstanding, 2,529,378 4,442,286 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares of Common Stock are reserved for issuance pursuant to securities (other than the Preferred Shares and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 no shares of preferred stock, of which as of stock (other than the date hereof, none Preferred Shares) are issued and outstandingoutstanding or reserved for issuance. All of such outstanding or reserved shares have been, or upon issuance will be, validly issued and are issued, fully paid and nonassessablenon-assessable. Except as set forth above in this Section 3(p): on Schedule 2.15, (i) none of the Company’s 's share capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; Company and (ii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities. Except as set forth on Schedule 2.15, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any share capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional share capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any share capital stock of the Company; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or by which the Company is or may become boundany of its Subsidiaries; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (vii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Securities Act; (viiii) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiiiv) the Company does not have any stock appreciation rights or “"phantom stock” " plans or agreements or any similar plan plans or agreementagreements; and (ixv) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but and not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers Investors true, correct and complete copies of the Company’s 's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”"), and the Company’s Bylaws, as amended and as in effect on the date hereof 's Bylaws (the “"Bylaws”"), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. The name, capital structure and ownership of each Subsidiary of the Company on the date of this Agreement are as set forth in Schedule 2.15. All of the outstanding capital stock of, or other interest in, each such Subsidiary has been validly issued, and is fully paid and nonassessable. Except for the Subsidiaries set forth on Schedule 2.15, on the date of this Agreement, the Company has no equity interest in any Person.

Equity Capitalization. As of the date hereofClosing Date, the authorized capital stock Capital Stock and the issued and outstanding Equity Interests of the Company consists of (x) 30,000,000 shares of Common Stock, of which Borrower and MES are as of the date hereof, 10,964,602 shares are issued and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of preferred stock, of which as of the date hereof, none are issued and outstandingset forth on Schedule 7.7. All of such outstanding shares of Capital Stock or other Equity Interests of the Credit Parties have been, or upon issuance will bebeen duly authorized, validly issued and are fully paid and nonassessablenonassessable and are owned by the Persons and in the amounts set forth on Schedule 7.7. Except as set forth above in this Section 3(p): on Schedule 7.7: (i) none of the Company’s capital stock is Credit Parties’ Capital Stock or other Equity Interest in the Credit Parties are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCredit Parties; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of Capital Stock or other Equity Interest in the CompanyCredit Parties, or contracts, commitments, understandings or arrangements by which the Company is Credit Parties are or may become bound to issue additional capital stock of Capital Stock or other Equity Interest in the Company Credit Parties or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of Capital Stock or other Equity Interest in the CompanyCredit Parties; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or by which the Company is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (v) there are no agreements or arrangements under which the Company is Credit Parties are obligated to register the sale of any of its securities under the 1933 Act (except pursuant to the Investor/Registration Rights Agreement); (viiv) there are no outstanding securities or instruments of the Company Credit Parties which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company is Credit Parties are or may become bound to redeem a security of the CompanyCredit Parties; (viiv) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (viiivi) none of the Company does not Credit Parties have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available Prior to the Buyers Closing, the Borrower and MES have provided to the Lenders true, correct and complete copies of (i) the CompanyBorrower’s Certificate and MES’ certificate or articles of Incorporationincorporation (or other applicable governing document), as amended and as in effect on the date hereof (the “Certificate of Incorporation”)Closing Date, and (ii) the CompanyBorrower’s Bylawsand MES’ bylaws, as amended and as in effect on the date hereof Closing Date (the “Bylaws”or other applicable governing document), and the terms of . Schedule 7.7 identifies all outstanding securities convertible into, or exercisable or exchangeable for, shares of Common Capital Stock and the material rights or other Equity Interests in any of the holders thereof in respect theretoCredit Parties.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 200,000,000 shares of Common Stock, of which which, 44,106,794 were issued and outstanding as of the date hereofDecember 4, 10,964,602 shares are issued 2019, and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no 27,025,210 shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common StockStock (inclusive of convertible preferred stock), and (yii) 10,000,000 5,500,000 shares of preferred stock, of which 2,857,143 were issued and outstanding as of the date hereofDecember 4, none 2019. No shares of Common Stock or preferred stock are issued and outstandingheld in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above has been disclosed in this Section 3(p): the SEC Documents: (i) none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements arrangements, except as listed in Section 3(m) of the Company Disclosure Letter, attached hereto as Exhibit A, by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, amounts filed in connection with the CompanyCompany or any of its Subsidiaries; (v) there are no agreements or arrangements arrangements, except as listed in Section 3(m) of the Company Disclosure Letter, attached hereto as Exhibit A, under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to Act, other than agreements with the Registration Rights Agreement)Backstop Investor; (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) neither the Company does not have nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company has no nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents but which are not so disclosed in the SEC Documents, other than except as listed in Section 3(m) of the Company Disclosure Letter, attached hereto as Exhibit A, and those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would could not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 200,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 3,785,216 shares are issued and outstanding, 2,529,378 867,550 shares are reserved for issuance pursuant to the Company’s employee incentive plan stock option and other options and purchase plans, 1,513,042 shares are reserved for issuance upon exercise of warrants outstanding and no 290,024 shares are reserved for issuance pursuant to securities (other than the aforementioned options, the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (yii) 10,000,000 50,000,000 shares of preferred stock, par value $0.0001 per share, none of which are issued and outstanding as of the date hereof, none hereof and (iii) there are issued and outstanding2,470,938 shares of Common Stock held by non-affiliates of the Company. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above in this Section 3(p): the SEC Documents or as disclosed in Schedule 3(q), (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (v) other than pursuant to the Registration Rights Agreement, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or any of its Subsidiary’s’ respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, for shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereofJanuary 1, 2024, the authorized capital stock of the Company consists of (xi) 30,000,000 4,000,000 shares of Common Stockcommon stock, par value $0.25 per share, of which as of the date hereof, 10,964,602 2,821,504 shares are issued and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of “Common Stock, ”) and (yii) 10,000,000 2,000,000 shares of preferred stock, par value $1.00 per share, of which as of the date hereof, none no shares are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above in this Section 3(p): (i) none None of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and . Except as set forth in the SEC Documents or as relates to the Investors or any entity under common control with an Investor: (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of any member of the CompanyCompany Group, or contracts, commitments, understandings or arrangements by which any member of the Company Group is or may become bound to issue additional shares of capital stock of a member of the Company Group or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of a member of the Company; Company Group, (iiiii) other than $5,000,000 of Alpha Income Trust Preferred Securities of Air T Funding held by Air T Acquisition 22.1, LLC, a Minnesota limited liability company, there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness indebtedness of any member of the Company Group or by which any member of the Company Group is or may become bound; (iviii) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with a member of the CompanyCompany Group; (viv) there are no agreements or arrangements under which any member of the Company Group is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Securities Act; (viv) there are no outstanding securities or instruments of any member of the Company Group which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which a member of the Company Group is or may become bound to redeem a security of a member of the CompanyCompany Group; (viivi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the SecuritiesNotes; (viiivii) no member of the Company does not have Group has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ixviii) no member of the Company Group has no any material liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the CompanyCompany Group’s business and which, individually or in the aggregate, which do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers SEC Documents contain true, correct and complete copies of the Company’s Certificate of Incorporation, as amended Incorporation and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, for shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 50,000,000 shares of Common StockStock and 1,000,000 shares of preferred stock, par value $0.01 per share, of which as of the date hereof, 10,964,602 32,177,574 shares of Common Stock are issued and outstanding, 2,529,378 4,442,286 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares of Common Stock are reserved for issuance pursuant to securities (other than the Preferred Shares and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 no shares of preferred stock, of which as of stock (other than the date hereof, none Preferred Shares) are issued and outstandingoutstanding or reserved for issuance. All of such outstanding or reserved shares have been, or upon issuance will be, validly issued and are issued, fully paid and nonassessablenon-assessable. Except as set forth above in this Section 3(p): on Schedule 2.15, (i) none of the Company’s share capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; Company and (ii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities. Except as set forth on Schedule 2.15, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any share capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional share capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any share capital stock of the Company; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or by which the Company is or may become boundany of its Subsidiaries; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (vii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Securities Act; (viiii) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiiiv) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan plans or agreementagreements; and (ixv) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but and not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers Investors true, correct and complete copies of the Company’s Amended and Restated Certificate of Incorporation, as amended and as in effect on the date hereof Incorporation (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof Bylaws (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. The name, capital structure and ownership of each Subsidiary of the Company on the date of this Agreement are as set forth in Schedule 2.15. All of the outstanding capital stock of, or other interest in, each such Subsidiary has been validly issued, and is fully paid and nonassessable. Except for the Subsidiaries set forth on Schedule 2.15, on the date of this Agreement, the Company has no equity interest in any Person.

Equity Capitalization. As of the date hereofSeptember 15, 2021, the authorized capital stock of the Company consists of (xi) 30,000,000 513,796,572 shares of Common Stock, of which as of the date hereofwhich, 10,964,602 shares 47,103,118 are issued and outstanding, 2,529,378 13,794,533 shares are reserved for issuance pursuant to the Company’s employee incentive plan stock option and other options purchase plans and warrants outstanding and no 35,080,681 shares are reserved for issuance pursuant to securities (other than the Warrantsaforementioned options) exercisable or exchangeable for, or convertible into, shares of Common Stock, (ii) 41,203,428 shares of Class B Common Stock par value $0.0001 per share, of which, 28,650,732 are issued and outstanding, no shares are reserved for issuance pursuant to the Company’s stock option and purchase plans and no shares are reserved for issuance pursuant to securities (other than the aforementioned options) exercisable or exchangeable for, or convertible into, shares of Class B Common Stock and (yiii) 10,000,000 45,000,000 shares of preferred stock, par value $0.0001 per share, none of which as of the date hereof, none are issued and outstanding. No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except (x) as set forth above disclosed in this Section 3(p): the SEC Documents (including, without limitation, references to (I) the Company’s 0.25% convertible senior notes due in 2024 and (II) the Company’s credit agreement) and (y) options and rights granted in the ordinary course of business pursuant to the Company’s publicly disclosed equity incentive plans and employee stock purchase plan, (i) none no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding warrants, options, warrantsconvertible securities or other rights, scrip, rights to subscribe to, calls agreements or commitments arrangements of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company, or contracts, commitments, understandings or arrangements by under which the Company or any of its Subsidiaries is or may become bound be obligated to issue additional capital stock any equity securities of any kind; (iii) except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them; (iv) except as provided in the Registration Rights Agreement, no Person has the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or options, warrants, scrip, rights to subscribe to, calls in connection with the registration of securities of the Company for its own account or commitments for the account of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Companyother Person; (iiiv) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (v) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the SecuritiesCommon Shares; (viii) neither the Company does not have nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company has no nor any of its material Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents but which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would could not have a Material Adverse Effect. The Company has furnished or made available to the Buyers trueTrue, correct and complete copies of the Company’s Certificate certificate of Incorporationincorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect theretothereto have heretofore been filed as part of the SEC Documents.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 60,000,000 shares of Class A Common Stock, of which as of the date hereof, 10,964,602 shares 34,660,657 are issued and outstanding, 2,529,378 outstanding and 4,817,619 shares are reserved for issuance pursuant to the Company’s employee incentive plan stock option and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities purchase plans, (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (yii) 10,000,000 shares of preferred stockClass B Common Stock, $0.10 par value (the “Class B Common Stock”), of which as of the date hereof, none 1,500,000 are issued and outstandingoutstanding and (iii) 2,000,000 shares of preferred stock, $.01 par value per share, of which as of the date hereof none of which is issued and outstanding or reserved for issuance. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(pSchedule 3(r): (i) none of the Company’s share capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any share capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional share capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any share capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as defined in Section 3(s)) of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers Buyer true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Class A Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereofJune 28, 2006, the authorized capital stock of the Company consists of (x) 30,000,000 150,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 39,670,618 shares are issued and outstanding, 2,529,378 outstanding and 35,460,487 shares are reserved for issuance pursuant to the Company’s 's employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants) warrants, exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 50,000,000 shares of preferred stockSeries A-1 Convertible Preferred Stock, of which as of the date hereof, none 3,369,998 shares are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above in this Section on Schedule 3(p): (i) none no shares of the Company’s 's capital stock is are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as defined in Section 3(q)) of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “"phantom stock” " plans or agreements or any similar plan or agreement; and (ix) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents (as defined herein) but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business 's or any Subsidiary's respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers Buyer true, correct and complete copies of the Company’s Certificate 's certificate of Incorporationincorporation, as amended and as in effect on the date hereof (the “"Certificate of Incorporation”"), and the Company’s Bylaws's bylaws, as amended and as in effect on the date hereof (the “"Bylaws”"), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of 210,000,000 shares, comprised of (x) 30,000,000 200,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 56,617,177 shares are issued and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of preferred stock, par value $0.01 per share, of which as 600,000 shares are designated Series B nonredeemable convertible preferred stock, of the date hereof, none which 475,087 shares are issued and outstanding, and no other shares of the Company’s preferred stock are issued or outstanding. All of such outstanding shares of the Company’s capital stock have been, or upon issuance will be, validly issued and are are, or upon issuance will be, fully paid and nonassessable. Except as set forth above in this Section 3(p): described on Schedule 3(q), with respect to any debt or equity instruments of the Company and its Subsidiaries, (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or by which the Company is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (viv) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (viv) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (viivi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiivii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ixvii) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers Buyers, through XXXXX, true, correct and complete copies of the Company’s Certificate certificate of Incorporationincorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 100,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 23,240,899 shares are issued and outstanding, 2,529,378 10,000,000 shares of preferred stock is authorized, 5,000,000 of which have been designated as Series A Preferred Stock and 5,000,000 of which have been designated as Series B Preferred Stock, of which as of the date hereof, 0 and 2,060,000 are issued and outstanding, respectively, 1,000,000 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and outstanding, 500,000 shares are reserved for issuance pursuant to warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, Stock except for shares to be issued under the Company’s 2009 Incentive Stock Plan and (y) 10,000,000 2,060,000 shares of preferred stock, of which as to be issued upon conversion of the date hereof, none are issued and Series B Preferred Stock outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above on Schedule 4.15 and in this Section 3(p): the SEC Documents: (i) none no shares of the Company’s 's capital stock is are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as defined in Section 4.16) of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business 's or any Subsidiary's respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers Buyer upon such Buyer's request, true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), 's Articles and the Company’s 's Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized share capital stock of the Company consists of (xi) 30,000,000 shares of Common Stock43,567,567 Ordinary Shares, of which as of the date hereof, 10,964,602 shares 1,188,806 are issued and outstanding, 2,529,378 186,718 shares are reserved for issuance pursuant to the Company’s employee incentive plan stock option and other options purchase plans and warrants outstanding and no 1,033,206 shares are reserved for issuance pursuant to securities (other than the aforementioned options and Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, Ordinary Shares and (yii) 10,000,000 shares of no preferred stock, of which as of the date hereof, none shares. No Ordinary Shares are issued and outstandingheld in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are issued, fully paid and nonassessable. Except 624,731 of the Company’s issued and outstanding Ordinary Shares on the date hereof are as set forth above of the date hereof owned by Persons who are “affiliates” (as defined in this Section 3(p): Rule 405 of the 1933 Act) of the Company or any of its Subsidiaries. (i) Except as disclosed in Schedule 3(q)(i), hereto, none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; and (ii) except as disclosed in Schedule 3(q)(ii), there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(q)(iii), there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) except as disclosed in Schedule 3(q)(iv), there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, amounts filed in connection with the CompanyCompany or any of its Subsidiaries; (v) ), except as disclosed in Schedule 3(q)(v), there are no agreements or arrangements (other than pursuant to the Registration Rights Agreement) under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) except as disclosed in Schedule 3(q)(vi), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) except as disclosed in Schedule 3(q)(vii), there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in Schedule 3(q)(viii), neither the Company does not have nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company has no nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents but which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would could not have a Material Adverse Effect. The Company has furnished or made available to the Buyers trueTrue, correct and complete copies of the Company’s Certificate amended and restated articles of Incorporationassociation, as amended and as in effect on the date hereof (the “Certificate Amended and Restated Articles of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “BylawsAssociation”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock Ordinary Shares and the material rights of the holders thereof in respect theretothereto have heretofore been filed as part of the SEC Documents.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company Seelos consists of (x) 30,000,000 10,000,000 shares of Seelos Common Stock, of which as of the date hereof, 10,964,602 shares 4,000,000 are issued and outstanding, 2,529,378 2,000,000 shares are reserved for issuance pursuant to the Company’s employee incentive plan Seelos' stock option and other options purchase plans and warrants outstanding and no 40,000 shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of into Seelos Common Stock, and (y) 10,000,000 shares of preferred stock, of which as of the date hereof, none are issued and outstanding. No Seelos Common Stock is held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above in this Section 3(p): . (i) Except as disclosed in Schedule 3(q)(i), hereto, none of the Company’s Seelos' capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanySeelos; and (ii) except as disclosed in Schedule 3(q)(ii), there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanySeelos, or contracts, commitments, understandings or arrangements by which the Company Seelos is or may become bound to issue additional capital stock of the Company Seelos or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanySeelos; (iii) except as disclosed in Schedule 3(q)(iii), there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company Seelos or by which the Company Seelos is or may become bound; (iv) except as disclosed in Schedule 3(q)(iv), there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, amounts filed in connection with the CompanySeelos; (v) ), except as disclosed in Schedule 3(q)(v), there are no agreements or arrangements under which the Company Seelos is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) except as disclosed in Schedule 3(q)(vi), there are no outstanding securities or instruments of the Company Seelos which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company Seelos is or may become bound to redeem a security of the CompanySeelos; (vii) except as disclosed in Schedule 3(q)(vii), there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any except as disclosed in Schedule 3(q)(viii), Seelos has no stock appreciation rights or “"phantom stock” " plans or agreements or any similar plan or agreement; and (ix) the Company except as disclosed in Schedule 3(q)(ix), Seelos has no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documentsobligations, other than those incurred in the ordinary course of the Company’s business Seelos' respective businesses and which, individually or in the aggregate, do not or would could not have a Seelos Material Adverse Effect. The Company has furnished or made available to the Buyers trueTrue, correct and complete copies of the Company’s Certificate Seelos' certificate of Incorporationincorporation, as amended and as in effect on the date hereof (the “"Certificate of Incorporation”"), and the Company’s BylawsSeelos' bylaws, as amended and as in effect on the date hereof (the “"Seelos Bylaws”"), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Seelos Common Stock and the material rights of the holders thereof in respect theretothereto shall be provided to the Buyers on the Closing Date.

Equity Capitalization. As of the date hereof, not taking into account the issuance of the Preferred Stock or Warrants, the authorized capital stock of the Company consists of (xi) 30,000,000 40,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares 19,897,600 are issued and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (yii) 10,000,000 shares of preferred stock, of which as of the date hereof, none 2,500,000 shares are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above in As of the date of this Section 3(p): Agreement and except for the transactions contemplated hereby, (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, loan or credit facilities or other agreements, documents or instruments evidencing Indebtedness (as defined in Section 3(s)) of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (viv) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to purchase, repurchase, retire or redeem a security of the CompanyCompany or any of its Subsidiaries; (viivi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiivii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ixviii) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers Buyer true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, hereof and prior to issuance of the Securities and the closing of the transactions contemplated by the Other Financing: (i) the authorized capital stock of the Company Holdings consists of (xa) 30,000,000 75,000,000 shares of Common Stock, $.0001 par value per share, of which as of the date hereof, 10,964,602 shares 180,927.835 are issued and outstanding, 2,529,378 and (b) 10,000,000 shares of preferred stock, $.0001 par value per share, none of which is issued and outstanding or reserved for issuance; (ii) there are no shares reserved for issuance pursuant to the Company’s employee incentive plan any stock option and other options and warrants outstanding purchase plans and no shares are reserved for issuance pursuant to securities (other than the WarrantsNotes, preferred shares and warrants issued as part of the Other Financing) exercisable or exchangeable for, or convertible into, shares of Common Stock, and ; (yiii) 10,000,000 shares of preferred stock, of which as all of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above in this Section 3(p): ; (iiv) none of the CompanyHoldings’s share capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyHoldings; and (iiv) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any share capital stock of the CompanyHoldings or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company Holdings or any of its Subsidiaries is or may become bound to issue additional share capital stock of the Company Holdings or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any share capital stock of the CompanyHoldings or any of its Subsidiaries; (iiivi) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company Holdings or any of its Subsidiaries or by which the Company Holdings or any of its Subsidiaries is or may become boundbound (other than the Senior Indebtedness and Permitted Indebtedness); (ivvii) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with Holdings other than in connection with the CompanySenior Indebtedness; (vviii) there are no agreements or arrangements under which the Company Holdings or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (viix) there are no outstanding securities or instruments of the Company which Holdings or any of its Subsidiaries that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company Holdings or any of its Subsidiaries is or may become bound to redeem a security of the CompanyHoldings or any of its Subsidiaries; (viix) there are no securities or instruments containing anti-anti- dilution or similar provisions that will be triggered by the issuance of the Securities; (viiixi) the Company Holdings does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ixxii) the Company has Holdings and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the CompanyHoldings’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company Holdings has furnished or made available to the Buyers true, correct and complete copies of the CompanyHoldings’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the CompanyHoldings’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all . Holdings has no securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect theretoStock.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 100,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 50,343,305 shares are issued and outstanding, 2,529,378 5,119,992 shares are reserved for issuance pursuant to the Company’s employee stock incentive plan and other options and warrants outstanding plans and no shares are reserved for issuance pursuant to securities (other than the aforementioned options, the Preferred Shares and the Series A Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and ; (yii) 10,000,000 shares of preferred stock, par value $0.001 per share, none of which are issued and outstanding as of the date hereof, none hereof and (iii) there are issued and outstanding47,874,035 shares of Common Stock held by non-Affiliates of the Company. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. The Company has outstanding equity awards to employees with respect to 1,803,069 shares of Common Stock. Except as set forth above disclosed in this Section 3(pSchedule 3(u): (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (viii) neither the Company does not have nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, for shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereofhereof and before giving effect to the Acquisitions, and the financings contemplated in the Transaction Documents, the authorized capital stock of the Company consists of 100,000,000 Ordinary Shares, par value $.001 per Share (x) 30,000,000 shares of Common Stock“Ordinary Shares”), 2,290,818 of which as of the date hereof, 10,964,602 shares are issued and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities 10,000,000 Preference Shares, par value $.001 per Share (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock“Preference Shares”, and (y) 10,000,000 shares of preferred stockcollectively with Ordinary Shares, the “Shares”), none of which are issued or outstanding as of the date hereof, none are issued and outstanding. All of such the outstanding shares Ordinary Shares have been, or upon issuance will be, been validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(pSchedule 3(o): (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances Liens suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound, except for such Indebtedness which (x) will be paid or satisfied in full substantially concurrently with the Closing with the proceeds of the purchase of securities hereunder, of the Note Unit Offering, or (y) constitutes Permitted Indebtedness (as defined in the Convertible Notes); (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries other than financing statements evidencing Permitted Liens or filed pursuant to the Pledge Agreement; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to (A) the Registration Rights Agreement)Agreement and (B) registration rights the Company has agreed to or may agree to provide to the Agent, the existing shareholders listed on Schedule 3(o) attached hereto, certain members of management and the current holders of the Shares; provided, that, the registration rights described in the foregoing clause (B) shall not require the Company to include the shares covered by such registration rights in the registration statement to be filed by the Company pursuant to Section 2(a) of the Registration Rights Agreement and such registration rights shall be subject to any registration rights granted to the Persons under Registration Rights Agreement ; (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of such Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of all the Company’s business outstanding options and which, individually warrants shall be cancelled at Closing; and (x) no securities of the Company or in the aggregate, do not any Subsidiary are listed or would not have a Material Adverse Effectquoted on any stock exchange or automated quotation system. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate memorandum and articles of Incorporationassociation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”)hereof, and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all agreements relating to securities convertible into, or exercisable or exchangeable for, shares of Common Stock Shares and the material rights of the holders thereof in respect theretothereof.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 50,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares 6,235,609 are issued and outstanding, 2,529,378 1,142,350 shares are reserved and available for future issuance pursuant to the Company’s employee incentive plan stock option and other options purchase plans, and warrants outstanding and no 5,650,956 shares are reserved and available for future issuance pursuant to securities (other than the Warrantsaforementioned options and the Preferred Shares) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of preferred stock, of which as of the date hereof, none are issued and outstanding. All of such outstanding or reserved shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above in this Section 3(p): on Schedule 3(r), (i) none of the Company’s 's share capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; Company and (ii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities. Except as disclosed in the SEC Documents: (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any share capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional share capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any share capital stock of the CompanyCompany or any of its Subsidiaries; (iiiii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as defined in Section 3(s)) of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iviii) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (viv) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (viv) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiivi) the Company does not have any stock appreciation rights or “"phantom stock” " plans or agreements or any similar plan or agreement; and (ixvii) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business 's or its Subsidiaries' respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers Buyer true, correct and complete copies of the Company’s Certificate 's Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate "Articles of Incorporation”"), and the Company’s 's Bylaws, as amended and as in effect on the date hereof (the “"Bylaws”"), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 200,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares 91,088,887 are issued and outstanding, 2,529,378 14,873,883 shares are reserved for issuance pursuant to the Company’s employee incentive plan 's stock option and other options purchase plans and warrants outstanding and no 25,177,817 shares are reserved for issuance pursuant to securities (other than the aforementioned options, the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, Stock and (yii) 10,000,000 1,000,000 shares of preferred stock, par value $0.001 per share, of which as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(pSchedule 3(r): (i) none of the Company’s 's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “"phantom stock” " plans or agreements or any similar plan or agreement; and (ix) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business 's or its Subsidiaries' respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s 's Certificate of Incorporation, as amended and as in effect on the date hereof (the “" Certificate of Incorporation”"), and the Company’s 's Bylaws, as amended and as in effect on the date hereof (the “"Bylaws”"), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 150,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares 103,076,452 are issued and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no 12,221,036 shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 2,950,000 shares of Preferred Stock, and (y) 10,000,000 shares of preferred stockno par value, of which as of the date hereof, none are issued and outstanding. No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above in this Section 3(p): (i) none None of the Company’s or the Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) Company or the Subsidiary. Except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or the Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or the Subsidiary is or may become bound to issue additional capital stock of the Company or the Subsidiary or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company; (iii) Company or the Subsidiary. Except as disclosed in the SEC Documents, there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or the Subsidiary or by which the Company or the Subsidiary is or may become bound; (iv) there . There are no financing statements securing obligations in any material amounts, either singly or in the aggregate, amounts filed in connection with the Company; (v) there Company or the Subsidiary. There are no agreements or arrangements under which the Company or the Subsidiary is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) . Except as disclosed in the SEC Documents, there are no outstanding securities or instruments of the Company or the Subsidiary which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or the Subsidiary is or may become bound to redeem a security of the Company; (vii) there Company or the Subsidiary. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) . Neither the Company does not have nor the Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) . Neither the Company nor the Subsidiary has no any liabilities or obligations required to be disclosed in the SEC Documents but which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or the Subsidiary’s respective businesses and which, individually or in the aggregate, do not or would could not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies Copies of the Company’s Certificate Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate Articles of Incorporation”), and the Company’s Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), have been filed as exhibits with the SEC and are available on the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect theretoSEC’s website at xxx.xxx.xxx.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 200,000,000 shares of Common Stock, of which as of the date hereofwhich, 10,964,602 14,394,562 shares are issued and outstanding, 2,529,378 outstanding and 3,855,370 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities Convertible Securities (as defined below) (other than the Note and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (yii) 10,000,000 shares of preferred stock, par value $0.001 per share, of which as which, 50,000 shares of the date hereof, none Series C Preferred Stock are issued and outstanding. No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessablenon-assessable. Except as set forth above disclosed in this Section 3(p): the SEC Documents, (i) none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; and (ii) there are no outstanding options, warrantswarrant, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or by which the Company is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (v) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company is or may become bound to redeem a security of the Company; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.Subsidiaries or

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 100,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 28,815,212 shares are issued and outstanding, 2,529,378 100,000,000 shares of preferred stock is authorized, 13,157,895 of which have been designated as Series A Preferred Stock and none of which are issued and outstanding, 100,000 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding outstanding, and no other shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, Stock except for shares to be issued under the Company’s 2010 Incentive Stock Plan and (y) 10,000,000 shares of preferred stock, of which as of the date hereof, none are issued and outstanding2010-2 Incentive Stock Plan. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above on Schedule 4.15 and in this Section 3(p): the SEC Documents: (i) none no shares of the Company’s 's capital stock is are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as defined in Section 4.16) of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business 's or any Subsidiary's respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers Buyer upon such Buyer's request, true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), 's Articles and the Company’s 's Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereofEffective Date, the authorized capital stock of the Company consists of (x) 30,000,000 2,010,000,000 shares of Common Stockcapital stock, of which as of the date hereof, 10,964,602 2,000,000,000 shares are issued and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of are preferred stock, of which as 45,000 shares are designated Series B Preferred Stock, 25,000 shares will be designated Series C Preferred Stock and, after filing of the date hereofCertificate of Designation, none are issued 9,930,000 shares will be undesignated Preferred Stock. As of April 9, 2024, the Company had 64,473,548 shares of Common Stock outstanding, 45,000 shares of Series B Preferred Stock outstanding and no shares of Series C Preferred Stock outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents that have not been effectively waived as of the Closing Date. Except as set forth above in this Section 3(p): the SEC Documents or as a result of the purchase and sale of the Preferred Shares and the Warrants: (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing material Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Securities Act (except for the registration rights granted pursuant to the Registration Rights AgreementSection 8 hereof); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (viii) the Company does not and its Subsidiaries have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would not reasonably be expected to have a Material Adverse Effect. The Company has furnished or made available to the Buyers Purchasers, or filed as exhibits to the SEC Documents, true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereofExecution Date, the authorized capital stock of the Company consists of (xi) 30,000,000 250,000,000 shares of Common Stock, of which as of the date hereofExecution Date, 10,964,602 131,554,197 shares are issued and outstanding, 2,529,378 outstanding and 118,445,803 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (yii) 10,000,000 shares of preferred stock, of which $0.0001 par value per share and, as of the date hereofExecution Date, none 716,938.752 shares of which are issued and outstanding. All of such the Company’s outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. The capitalization of the Company immediately prior to the Closing Date is set forth on Schedule 3(r)(A) attached hereto and the capitalization of the Company immediately following the Closing Date is set forth on Schedule 3(r)(B) attached hereto. Except as set forth above disclosed in Schedule 3(r)(C), other than with respect to the securities issued pursuant to this Section 3(p): Agreement, (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does has not have issued any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreementrights; and (ix) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents Financial Statements in accordance with GAAP but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do not or would not have a Material Adverse EffectFinancial Statements. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate certificate of Incorporationincorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 shares of 100,000,000 Common StockShares, of which as of the date hereof, 10,964,602 shares 44,910,908 are issued and outstanding, 2,529,378 15,000,000 shares are reserved for issuance pursuant to the Company’s employee incentive plan stock option and other options and warrants outstanding purchase plans and no shares are reserved for issuance pursuant to securities (other than the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, Shares and (yii) 10,000,000 15,000,000 shares of preferred stock, par value $0.001 per share, of which as of the date hereof, hereof none are of which is issued and outstandingoutstanding or reserved for issuance. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(pSchedule 3(r): (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as defined in Section 3(s)) of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would could not reasonably be expected to have a Material Adverse Effect. The Company has furnished or made available to the Buyers Buyer true, correct and complete copies of the Company’s Certificate Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate Articles of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock Shares and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, hereof the authorized capital stock of the Company consists of (x) 30,000,000 9,000,000 shares of Common StockStock for Class A and 1,000,000 for Class B, both at par value $0.005 per share, of which as of the date hereof, 10,964,602 hereof 1,577,944 (Class A) and 403,000 (Class B) shares are issued and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of preferred stock, of which as of the date hereof, none are issued and outstanding. All of such the outstanding shares Common Shares have been, or upon issuance will be, been validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(pSchedule 3(o): (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances Liens suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound, except for such Indebtedness which (x) will be paid or satisfied in full substantially concurrently with the Closing with the proceeds of the purchase of securities hereunder, or (y) constitutes Permitted Indebtedness (as defined in the Note); (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries other than financing statements evidencing Permitted Liens or filed pursuant to the Security Documents; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of such Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has does not have any outstanding options, warrants or other securities which are exercisable for or convertible into its Common Shares; and (x) no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course securities of the Company’s business and which, individually Company or in the aggregate, do not any Subsidiary are listed or would not have a Material Adverse Effectquoted on any stock exchange or automated quotation system. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”)hereof, and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all agreements relating to securities convertible into, or exercisable or exchangeable for, shares of Common Stock Shares and the material rights of the holders thereof in respect theretothereof.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares are issued and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of preferred stock, of which as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above in this Section 3(pthe Amended and Restated Limited Liability Company Agreement of ZVV Media Partners, LLC, dated as of May 28, 2021 (the “Amended ZVV Operating Agreement”): (iA) none of the CompanyZVV’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances Liens suffered or permitted by the CompanyZVV; and (iiB) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the CompanyZVV, or contracts, commitments, understandings or arrangements by which the Company ZVV is or may become bound to issue additional shares, interests or capital stock of the Company ZVV or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the CompanyZVV; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or by which the Company is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (vC) there are no agreements or arrangements under which the Company ZVV is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (viD) there are no outstanding securities or instruments of the Company ZVV which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company ZVV is or may become bound to redeem a security of the CompanyZVV; (viiE) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (viiiF) the Company does not have any ZVV has no stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) . As of the Closing Date, 50% of the equity interest of ZVV will be owned by the Company has no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course and 50% of the Company’s business and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies equity interest of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect theretoZVV will be owned by Zash.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 80,000,000 shares of Common Stock, Stock and 5,000,000 shares of which as preferred stock. As of the date hereof, 10,964,602 no shares of preferred stock are issued and outstanding. As of October 17, 2,529,378 2012, (x) 21,036,813 shares are of Common Stock were issued and outstanding, (y) 2,253,031 shares were reserved for issuance pursuant to the Company’s employee equity incentive plan and other options and warrants outstanding and no plans (including 1,174,632 shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, outstanding options and 1,078,399 shares of Common Stockreserved for future grant), and (yz) 10,000,000 247,370 shares of preferred stock, of which as of the date hereof, none are issued and outstandingreserved for issuance pursuant to outstanding warrants. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above in this Section 3(p): 3(q) or in the Disclosure Schedule, or as disclosed in the SEC Documents: (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or by which the Company is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (viiv) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (viiv) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiivi) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ixvii) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would not reasonably be expected to have a Material Adverse Effect. The Company has furnished or made available to the Buyers upon the Buyers’ request, true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereofEffective Date, the authorized capital stock of the Company consists of (x) 30,000,000 2,010,000,000 shares of Common Stockcapital stock, of which as of the date hereof, 10,964,602 2,000,000,000 shares are issued and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of are preferred stock, of which as 45,000 shares are designated Series B Preferred Stock, 25,000 shares will be designated Series C Preferred Stock and, after filing of the date hereofCertificate of Designation, none are issued 9,930,000 shares will be undesignated Preferred Stock. As of April 30, 2024, the Company had 68,534,525 shares of Common Stock outstanding, 45,000 shares of Series B Preferred Stock outstanding and no shares of Series C Preferred Stock outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents that have not been effectively waived as of the Closing Date. Except as set forth above in this Section 3(p): the SEC Documents or as a result of the purchase and sale of the Preferred Shares and the Warrants: (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing material Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Securities Act (except for the registration rights granted pursuant to the Registration Rights AgreementSection 8 hereof); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.its Subsidiaries;

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 70,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 37,031,258 shares are issued and outstanding, 2,529,378 no shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of preferred stock, of which as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above on Schedule 3(r) and in this Section 3(p): the SEC Documents: (i) none no shares of the Company’s 's capital stock is are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as defined in Section 3(s)) of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business 's or any Subsidiary's respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers Buyer upon such Buyer's request, true, correct and complete copies of the Company’s Certificate 's Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate Articles of Incorporation”), and the Company’s 's Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 50,000,000 shares of common stock, par value $0.0001 per share (“Common Stock”) of which as of the date hereof, 3,694,737 are issued and outstanding, 10,000,000 shares of preferred stock, of which as of the date hereof, 10,964,602 no shares are issued and outstanding, 2,529,378 354,605 shares are reserved for issuance pursuant to the Company’s employee incentive plan 's stock option and other options purchase plans and warrants outstanding and no 246,243 shares are reserved for issuance pursuant to securities (other than the Warrantsaforementioned options and the Notes) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of preferred stock, of which as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(pSchedule 3(k): (i) none of the Company’s 's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “"phantom stock” " plans or agreements or any similar plan or agreement; and (ix) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documentsobligations, other than those incurred in the ordinary course of the Company’s business 's or its Subsidiaries' respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers Buyer true, correct and complete copies of the Company’s 's Certificate of Incorporation, as amended and as in effect on the date hereof (the “"Certificate of Incorporation”"), and the Company’s 's Bylaws, as amended and as in effect on the date hereof (the “"Bylaws”"), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereofEffective Date, the authorized capital stock of the Company consists of (x) 30,000,000 2,010,000,000 shares of Common Stockcapital stock, of which as of the date hereof, 10,964,602 2,000,000,000 shares are issued and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of are preferred stock, of which as 45,000 shares are designated Series B Preferred Stock, 25,000 shares will be designated Series C Preferred Stock and, after filing of the date hereofCertificate of Designation, none are issued 9,930,000 shares will be undesignated Preferred Stock. As of April 26, 2024, the Company had 64,505,217 shares of Common Stock outstanding, 45,000 shares of Series B Preferred Stock outstanding and no shares of Series C Preferred Stock outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents that have not been effectively waived as of the Closing Date. Except as set forth above in this Section 3(p): the SEC Documents or as a result of the purchase and sale of the Preferred Shares and the Warrants: (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing material Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Securities Act (except for the registration rights granted pursuant to the Registration Rights AgreementSection 8 hereof); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.its Subsidiaries;

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 250,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares [will be filled in when all buyers finalized] are issued and outstanding, 2,529,378 [will be filled in when all buyers finalized] shares are reserved for issuance pursuant to the Company’s employee incentive plan stock option and other options purchase plans and warrants outstanding and no [will be filled in when all buyers finalized] shares are reserved for issuance pursuant to securities (other than the Warrantsaforementioned options) exercisable or exchangeable for, or convertible into, shares of Common Stock, Stock and (yii) 10,000,000 shares of preferred stock, par value $0.001 per share, none of which as of the date hereof, none are designated and issued and outstanding. [will be filled in when all buyers finalized] shares of Common Stock are held in treasury. All of such outstanding shares have been, or upon issuance will beare duly authorized, validly issued and are fully paid and nonassessable. Except [will be filled in when all buyers finalized] shares of the Company’s issued and outstanding Common Stock on the date hereof are as set forth above of the date hereof owned by Persons who are “affiliates” (as defined in this Section 3(p): Rule 405 of the 0000 Xxx) of the Company or any of its Subsidiaries. (i) Except as disclosed in Schedule 3(p), none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; and (ii) except as disclosed in Schedule 3(p), there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries, is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries, or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(p), there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries, or by which the Company or any of its Subsidiaries, is or may become bound; (iv) except as disclosed in Schedule 3(p), there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, amounts filed in connection with the CompanyCompany or any of its Subsidiaries; (v) except as disclosed in Schedule 3(p), there are no agreements or arrangements (other than as set forth herein) under which the Company or any of its Subsidiaries, is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) except as disclosed in Schedule 3(p), there are no outstanding securities or instruments of the Company or any of its Subsidiaries, which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) except as disclosed in Schedule 3(p), there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the SecuritiesShares; (viii) except as disclosed in Schedule 3(p), neither the Company does not have nor any Subsidiary, if any, has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company has no nor any of its Subsidiaries have any material non-public information, including any material liabilities or obligations obligations, that are required to be disclosed in the SEC Documents but which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers trueTrue, correct and complete copies of the Company’s Certificate articles of Incorporationincorporation, as amended and as in effect on the date hereof (the “Certificate Articles of Incorporation”), and the Company’s Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect theretothereto have heretofore been filed as part of the SEC Documents. Except as set forth in Schedule 3(p), each stock option granted by the Company was granted (x) in accordance with the terms of the applicable stock option plan of the Company and (y) with an exercise price at least equal to the fair market value of the Common Stock on the date such stock option would be considered granted under GAAP and applicable law. To the Company’s Knowledge, no stock option granted under the Company’s stock option plan has been backdated. To the Company’s Knowledge, the Company has not granted, and there is no and has been no policy or practice of the Company to grant, stock options prior to, or otherwise coordinate the grant of stock options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.

Equity Capitalization. As of the date hereof, and prior to giving effect to the CompCare Transaction and the transactions contemplated hereby, the authorized capital stock of the Company consists of (xi) 30,000,000 200,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares 43,922,474 are issued and outstanding, 2,529,378 6,728,500 shares are reserved for issuance pursuant to the Company’s employee incentive plan stock option and other purchase plans, of which options exercisable for a total of 6,385,000 shares are outstanding, and warrants outstanding and no 917,318 shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, Stock (other than the Warrants) and (yii) 10,000,000 50,000,000 shares of preferred stock, par value $.0001 per share, of which as of the date hereof, none of which shares are issued and or outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(p): 3(r) to the disclosure Schedules: (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers Buyer true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 105,000,000 shares of Common Stock, of which as of the date hereofAugust 2, 10,964,602 2007, 46,379,163 shares are issued and outstanding, 2,529,378 5,707,489 shares are reserved for issuance pursuant to the Company’s employee incentive plan equity compensation plans and other options agreements and warrants outstanding and no 5,248,051 shares are reserved for issuance pursuant to securities (other than the Warrantsaforementioned equity compensation plans and agreements and the Notes) exercisable or exchangeable for, or convertible into, shares of Common Stock, Stock and (y) 10,000,000 5,000,000 shares of preferred stock, par value $0.001 per share, of which as of the date hereof, hereof none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(p): the SEC Documents, (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries; (iii) and except for the Subsidiary Notes, there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; , (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (viv) and except for the Subsidiary Notes, there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (viivi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; Securities and (viiivii) and except for the Subsidiary Notes, the Company does not and its Subsidiaries have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 200,000,000 shares of Common Stock, of which which, 57,609,033 were issued and outstanding as of the date hereofMarch 16, 10,964,602 shares are issued 2020, and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no 23,318,615 shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common StockStock (inclusive of convertible preferred stock), and (yii) 10,000,000 5,000,000 shares of preferred stock, of which 1,257,143 were issued and outstanding as of the date hereofMarch 16, none 2020. No shares of Common Stock or preferred stock are issued and outstandingheld in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above has been disclosed in this Section 3(p): the SEC Documents: (i) none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, amounts filed in connection with the CompanyCompany or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to Act, other than agreements with the Registration Rights Agreement)Buyer; (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) neither the Company does not have nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company has no nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents but which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would could not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 12,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 7,839,721 shares are issued and outstanding, 2,529,378 585,568 shares are reserved for issuance pursuant to the Company’s employee incentive plan equity compensation plans and other options agreements and warrants outstanding and no 975,931 shares are reserved for issuance pursuant to securities (other than the Warrantsaforementioned equity compensation plans and agreements and the Notes) exercisable or exchangeable for, or convertible into, shares of Common Stock, Stock and (y) 10,000,000 5,000,000 shares of preferred stock, par value $0.001 per share, of which as of the date hereof, none hereof no shares are issued and outstanding. All of such outstanding shares have been, or upon issuance in accordance with their respective terms, will be, validly issued and are fully paid and nonassessable. Except as set forth disclosed above or in this Section 3(pSchedule 3(q): (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company that are not disclosed in the Company’s Form 10-QSB for the period ended June 30, 2006 other than Indebtedness of the Company that is not material Indebtedness and that was incurred in the ordinary course of the Company’s business consistent with past practices or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized ---------------------- capital stock of the Company consists of (xi) 30,000,000 300,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares 32,225,129 are issued and outstanding, 2,529,378 up to 8,000,000 shares are will be reserved for issuance pursuant to the Company’s employee incentive plan 's stock option and other options purchase plans and warrants outstanding and no 22,500,000 shares are reserved for issuance pursuant to securities (other than the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, Stock and (yii) 10,000,000 5,000,000 shares of preferred stock, par value $0.001 per share, of which as of the date hereof, none 1,000,000 shares of Series A Preferred Stock are issued and outstanding, 500,000 shares of Series C Preferred Stock are issued and outstanding, and 1,300 shares of Series D Preferred Stock are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above in this Section 3(pdisclosed on Schedule 3(r): (i) none of ---- the Company’s 's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) or in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit or loan agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as defined below) of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to purchase, repurchase, retire or redeem a security of the Company; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.its Subsidiaries;

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 500,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 27,638,815 shares are issued and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no 39,617,507 shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, Stock and (yii) 10,000,000 shares of preferred stock, of which which, (A) 1,250,000 shares have been designated as of the date hereofSeries A Preferred Stock and (B) 1,500,000 shares have been designated as Series B Preferred Stock, none and in each case, no shares are issued and outstanding. No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessablenon-assessable. Except as set forth above in this Section 3(p): (i) none 801,009 shares of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “Affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “Affiliates” without conceding that any such Persons are “Affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; Company or any Subsidiary and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company; Company or any of its Subsidiaries. Except as set forth in the SEC Documents, (iiiA) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (ivB) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, amounts filed in connection with the CompanyCompany or any of its Subsidiaries; (vC) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights this Agreement); (viD) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (viiE) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiiF) neither the Company does not have nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ixG) neither the Company has no nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents but which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would could not reasonably be expected to have a Material Adverse Effect. The Company has furnished or made available to the Buyers SEC Documents contain true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 200,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 91,259,425 shares are issued and outstanding, 2,529,378 7,488,001 shares are reserved for issuance pursuant to the Company’s employee incentive plan 's stock option and other options purchase plans and warrants outstanding and no 28,125,000 shares are reserved for issuance pursuant to securities (other than the aforementioned options, the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (yii) 10,000,000 23,000,000 shares of the Company's blank check preferred stock, par value $0.001 per share, of which as of the date hereof, none no shares are issued and outstanding, and (iii) 2,000,000 shares of the Company’s Series A Convertible Preferred Stock, par value $0.001 per share, of which as of the date hereof, no shares are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(pSchedule 3(r): (i) none of the Company’s 's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “"phantom stock” " plans or agreements or any similar plan or agreement; and (ix) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business 's or any of its Subsidiary's' respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s 's Certificate of Incorporation, as amended and as in effect on the date hereof (the “"Certificate of Incorporation”"), and the Company’s 's Bylaws, as amended and as in effect on the date hereof (the “"Bylaws”"), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (xi) 30,000,000 150,000,000 shares of Common Stock, of which as which, 41,663,868 shares of the date hereof, 10,964,602 shares Common Stock are issued and outstanding, 2,529,378 outstanding and 2,519,104 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities Convertible Securities (as defined below) (other than the Preferred Shares and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (yii) 10,000,000 5,000,000 shares of preferred stock, of which as of the date hereof, none are issued and outstanding. “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessablenon-assessable. Except as set forth above disclosed in this Section 3(p): the SEC Documents, (i) none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, amounts filed in connection with the CompanyCompany or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) neither the Company does not have nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company has no nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents but which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would could not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities Convertible Securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 19,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 10,539,613 shares are issued and outstanding, 2,529,378 2,772,910 shares are reserved for grant or issuance pursuant to the Company’s employee incentive plan 's stock option and other options and warrants outstanding purchase plans and no shares are reserved for issuance pursuant to securities (other than the Warrantsaforementioned options and the Preferred Shares) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (yii) 10,000,000 1,000,000 shares of the Company's preferred stock, par value $0.001 per share (the "Preferred Stock"), of which as of the date hereof, none no shares are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(p): the Disclosure Schedule: (i) none of the Company’s 's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries to which the Company or any of its Subsidiaries is a party, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever binding upon the Company or any of its Subsidiaries relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) other than Valley Bank Loan Agreement, there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions (other than the forfeiture provisions), and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “"phantom stock” " plans or agreements or any similar plan or agreement; and (ix) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business 's or any of its Subsidiary's' respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), Incorporation and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), Bylaws and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. All of the outstanding shares of capital stock or other equity interests of each Subsidiary are owned, directly or indirectly, by the Company. All issued and outstanding shares of capital stock or other equity interests of each of the Subsidiaries have been validly issued and are duly authorized, fully paid and non-assessable.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company Parent consists of (x) 30,000,000 19,000,000 shares of Common Stockcommon stock, $0.01 par value per share, of which which, as of the date hereof, 10,964,602 11,459,730 shares are issued and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 1,000,000 shares of preferred stock, $0.01 par value per share, of which as 600,000 shares are designated Series A Preferred Stock, 301,594 of which were issued and outstanding on the date hereof, none are issued and outstanding. All of such outstanding shares of Parent have been, or upon issuance will be, been validly issued and are fully paid and nonassessable. Except as set forth above disclosed on Schedule 3(r) or reflected in this Section 3(p): the SEC Documents: (i) none of Parent’s or the Company’s share capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by Parent or the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any share capital stock of the CompanyParent or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company Parent or any of its Subsidiaries is or may become bound to issue additional share capital stock of the Company Parent or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any share capital stock of the CompanyParent or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company Parent or any of its Subsidiaries or by which the Company Parent or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyParent or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company Parent or any of its Subsidiaries is obligated to register the sale of any of its securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company Parent or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company Parent or any of its Subsidiaries is or may become bound to redeem a security of the CompanyParent or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have neither Parent nor any of its Subsidiaries has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has Parent and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the CompanyParent’s business and which, individually or in the aggregate, do not or would not have a Material Adverse Effectits Subsidiaries’ respective businesses. The Company has furnished or made available to the Buyers Schedule 3(r) contains true, correct and complete copies of (i) the Company’s Articles of Incorporation, as amended and as in effect on the date hereof (“Company’s Articles of Incorporation”), (ii) the Company’s Bylaws, as amended and as in effect on the date hereof (“the Company’s Bylaws”), (iii) Parent’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Parent’s Certificate of Incorporation”), and the Company(iv) Parent’s Bylaws, as amended and as in effect on the date hereof (the “Parent’s Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 25,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares 989,416 are issued and outstanding, 2,529,378 shares none are reserved for issuance pursuant to the Company’s employee incentive plan stock option and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, purchase plans and (yii) 10,000,000 13,323,873 shares of preferred stock, of which $0.001 par value and, as of the date hereof, none 956,240 of which are designated Series A Convertible Preferred Stock, 956,240 of which are issued and outstanding and 2,000,000 of which are designated Series B Convertible Preferred Stock, 1,085,766 of which are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. The capitalization of the Company immediately prior to the Closing Date is set forth on Schedule 3(r)(A) attached hereto and the capitalization of the Company immediately following the Closing Date is set forth on Schedule 3(r)(B) attached hereto. Except as set forth above disclosed in this Section 3(pSchedule 3(r)(C): (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does has not have issued any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreementrights; and (ix) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents Financial Statements in accordance with GAAP but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do not or would not have a Material Adverse EffectFinancial Statements. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock equity capitalization of the Company Issuer consists of (xi) 30,000,000 shares an unlimited number of Common StockUnits, of which as of the date hereof, 10,964,602 shares 12,993,869 Common Units are issued and outstanding, 2,529,378 shares no Common Units are reserved for issuance pursuant to the CompanyIssuer’s employee incentive plan equity option and other options and warrants outstanding purchase plans and no shares Common Units are reserved for issuance pursuant to securities (other than the aforementioned options and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common StockUnits, and (yii) 10,000,000 shares an unlimited number of preferred stockSubordinated Units, of which as of the date hereof, none 1,235,534 Subordinated Units are issued and outstanding, and no Subordinated Units are reserved for issuance pursuant to the Issuer’s equity option and purchase plans and no Subordinated Units are reserved for issuance pursuant to securities exercisable or exchangeable for, or convertible into, Subordinated Units, and (iii) an unlimited number of Series A Preferred Units, of which as of the date hereof, 1,500,000 Series A Preferred Units are issued and outstanding, no Series A Preferred are reserved for issuance pursuant to the Issuer’s equity option and purchase plans and no Series A Preferred Units are reserved for issuance pursuant to securities (other than the aforementioned options and the Warrants) exercisable or exchangeable for, or convertible into, Common Units. All of such outstanding shares units have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above in this Section 3(p): (i) none None of the CompanyIssuer’s capital stock is equity interests are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) Issuer. Other than as described above or as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock equity interests of the CompanyIssuer or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company Issuer or any of its Subsidiaries is or may become bound to issue additional capital stock equity interests of the Company Issuer or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock equity interests of the Company; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities Issuer or other agreements, documents or instruments evidencing Indebtedness of the Company or by which the Company is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (v) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Subsidiaries; (vi) there are no outstanding securities or instruments of the Company Issuer or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company Issuer or any of its Subsidiaries is or may become bound to redeem a security of the CompanyIssuer or any of its Subsidiaries; (vii) and there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company Issuer has furnished or made available to the Buyers Holders true, correct and complete copies of the CompanyIssuer’s Certificate of IncorporationLimited Partnership, as amended and as in effect on the date hereof (the “Certificate of IncorporationLimited Partnership”), and the CompanyIssuer’s BylawsAgreement of Limited Partnership, as amended and as in effect on the date hereof (the “BylawsLimited Partnership Agreement”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 40,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 22,126,407 shares are issued and outstanding, 2,529,378 2,564,538 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no 4,880,082 shares are reserved for issuance pursuant to securities (other than securities outstanding under the WarrantsCompany’s employee incentive plan) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 5,000,000 shares of preferred stock, of which as of the date hereof, hereof none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above in this Section 3(p): 3(r) or on Schedule 3(r) or disclosed in the SEC Documents: (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional capital stock of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or by which the Company is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (v) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights AgreementAgreement or agreements which are currently satisfied by an effective registration statement); (vi) there are no outstanding securities or instruments of the Company which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company is or may become bound to redeem a security of the Company; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 200,000,000 shares of Common Stock, Stock of which as of the date hereof, 10,964,602 shares 78,807,012 are issued and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no 6,107,000 shares are reserved for issuance pursuant to securities (other than the aforementioned options, the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of preferred stock, of which as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(pSchedule 3(s): (i) none of the Company’s 's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the CompanyCompany or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “"phantom stock” " plans or agreements or any similar plan or agreement; and (ix) the Company has and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business 's or its Subsidiaries' respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate 's Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate "Articles of Incorporation”"), and the Company’s 's Bylaws, as amended and as in effect on the date hereof (the “"Bylaws”"), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xi) 30,000,000 297,527,214 shares of Common Stock, of which as of the date hereof, 10,964,602 shares 201,346,385 are issued and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no 14,016,138 shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 5,000,000 shares of Preferred Stock, and (y) 10,000,000 shares of preferred stockno par value, of which as of the date hereof, none are issued and outstanding. No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above in this Section 3(p): (i) none None of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) Company or any Subsidiary. Except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the CompanyCompany or any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional capital stock of the Company or any Subsidiary or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company; (iii) Company or any Subsidiary. Except as disclosed in the SEC Documents, there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any Subsidiary or by which the Company or any Subsidiary is or may become bound; (iv) there . There are no financing statements securing obligations in any material amounts, either singly or in the aggregate, amounts filed in connection with the Company; (v) there Company or any Subsidiary. There are no agreements or arrangements under which the Company or any Subsidiary is obligated to register the sale of any of its their securities under the 1933 Act (except pursuant to the Registration Rights Agreement, the Company’s registration rights agreement dated June 21, 2010 and the Company’s registration rights agreement dated July 5, 2011); (vi) . Except as disclosed in the SEC Documents, there are no outstanding securities or instruments of the Company or the Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company; (vii) there Company or any Subsidiary. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) Common Shares. Neither the Company does not have nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) . Neither the Company nor any Subsidiary has no any liabilities or obligations required to be disclosed in the SEC Documents but which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business or the Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would could not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies Copies of the Company’s Certificate Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate Articles of Incorporation”), and the Company’s Bylawsbylaws, as amended and as in effect on the date hereof (the “Bylaws”), have been filed as exhibits with the SEC and are available on the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect theretoSEC’s website at xxx.xxx.xxx.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (xI) 30,000,000 80,000,000 shares of Company Common Stock, of which as of the date hereofDecember 31, 10,964,602 shares are 2020, 43,336,277 were issued and outstanding, 2,529,378 4,692,071 shares are reserved for issuance pursuant were issuable under outstanding options to purchase Company Common Stock at a weighted average exercise price of $5.51 per share, 88,131 shares were issuable upon the Company’s employee incentive plan and other options and warrants outstanding and vesting of restricted stock units and, except as set forth in Schedule 3(q), no shares are reserved for issuance pursuant were issuable under outstanding warrants to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of purchase Company Common Stock, and (yII) 10,000,000 shares of preferred stockstock of Company, none of which as of the date hereof, none are issued and or outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above disclosed in this Section 3(p): the SEC Reports (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional capital stock of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or by which the Company is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, amounts filed in connection with the Company; (v) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company is or may become bound to redeem a security of the Company; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viiivi) the Company does not have any has no stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ixvii) the Company has no liabilities or obligations required to be disclosed in the SEC Documents but Reports which are not so disclosed in the SEC DocumentsReports, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do not or would could not have a Material Adverse Effect. The Company has furnished or made available to All of the Buyers true, correct issued and complete copies outstanding shares of the Company’s Certificate capital stock have been duly authorized and validly issued and are fully paid and nonassessable; none of Incorporationsuch shares were issued in violation of any preemptive rights; and such shares were issued in compliance with applicable state and federal securities law and any rights of third parties. There are no other outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company is or may be obligated to issue any equity securities of any kind, except as amended contemplated by this Agreement. There are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind between the Company and any of its securityholders relating to Company securities held by them. Except as provided in effect on the date hereof (the “Certificate Registration Rights Agreement, that certain Registration Rights Agreement, dated as of Incorporation”)December 23, 2019, by and among Liquidia Technologies, Inc. and certain Company stockholders signatory thereto, and except as provided in that certain Seventh Amended and Restated Investors’ Rights Agreement, dated as of February 2, 2018, by and among Liquidia Technologies, Inc. and certain investors signatory thereto, no Person has the Company’s Bylawsright to require the Company to register any Company securities under the 1933 Act, as amended and as whether on a demand basis or in effect on connection with the date hereof (registration of Company securities for its own account or for the “Bylaws”), and the terms account of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect theretoany other Person.