Common use of Equity Capitalization Clause in Contracts

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (a) 150,000,000 shares of Common Stock, $0.001 par value, of which 4,379,425 are issued and outstanding and (b) 10,000,000 shares of preferred stock, $0.10 par value, of which (i) 12,300 of which are designated series A Convertible Preferred Stock, of which 0 are issued and outstanding, (ii) 12,300 of which are designated series B Convertible Preferred Stock, of which 0 are issued and outstanding, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 are issued and outstanding. No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been validly issued and are fully paid and non-assessable. 5,784 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. Except as set forth on Section 2.17 of the Company Disclosure Schedule or pursuant to the Transaction Documents: (i) to the Company's Knowledge, no Person owns 10% or more of the Company's issued and outstanding shares of Common Stock (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% stockholder for purposes of federal securities laws); (ii) the Company's capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; (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 capital stock of the Company, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue any capital stock of the Company; (iv) there are no outstanding debt securities, 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; (v) there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to any outstanding Indebtedness; (vi) there are no agreements or arrangements under which the Company is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vii) 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; (viii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased Shares; (ix) the Company has no stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement; and (x) the Company does not have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company's business and which does not or would not reasonably be expected to have a Material Adverse Effect. The Company has furnished to Buyer 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 (the "Certificate of Incorporation"), and the Company's Amended and Restated 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 (ai) 150,000,000 1,500,000,000 shares of Common Stock, $0.001 par valueof which,1,499,000,0000 are issued and outstanding and 0 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Note and the Warrant), (ii) 120,000,000 shares of Series A convertible preferred stock, of which 4,379,425 44,570,101 shares are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (biv) 10,000,000 1,000,000 shares of Series C convertible preferred stock, $0.10 par value, stock of which (i) 12,300 of which 455,801 shares are designated series A Convertible Preferred Stock, of which 0 are issued and outstanding, (ii) 12,300 of which are designated series B Convertible Preferred Stock, of which 0 are issued and outstanding, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 are issued and outstanding. No 1,000,000 shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 5,784 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 shares of the Company's ’s issued and outstanding Common Stock Series C convertible preferred stock on the date hereof are as of the date hereof 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 ’s issued and outstanding Common Stock securities are "“affiliates" ” without conceding that any such Persons are "“affiliates" ” for purposes of federal securities laws) of the CompanyCompany or any of its Subsidiaries. Except as set forth disclosed on Section 2.17 of the Company Disclosure Schedule or pursuant to the Transaction Documents: (i) 3(r), to the Company's Knowledge’s knowledge, no Person owns 10% or more of the Company's ’s issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible securitiesConvertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) and without taking account of any limitations on exercise or conversion (including "“blockers"”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws); . (iii) Except as disclosed in Schedule 3(r)(i), none of the Company's ’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances Liens suffered or permitted by the CompanyCompany or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder); (iiiii) 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 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; (iviii) there are no outstanding debt securitiesexcept as disclosed in Schedule 3(r)(iii), 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; (v) there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to or any outstanding Indebtednessof its Subsidiaries; (viiv) except as set forth in the SEC Documents, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (viiv) except as disclosed in Schedule 3(r)(iv), 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; (viiivi) except as disclosed in Schedule 3(r)(v) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased SharesSecurities; (ixvii) neither the Company nor any Subsidiary has no any stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreement; and (xviii) neither the Company does not nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are 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 does 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 to the Buyer 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 Amended and Restated 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 Convertible Securities and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (a) 150,000,000 100,000,000 shares of Common Stock, $0.001 par valueof which, of which 4,379,425 69,232,194 are issued and outstanding and no shares are reserved for issuance pursuant to securities (bother than the Notes and the Warrants) 10,000,000 exercisable or exchangeable for, or convertible into, shares of preferred stock, $0.10 par value, of which (i) 12,300 of which are designated series A Convertible Preferred Common Stock, of which 0 are issued and outstanding, (ii) 12,300 of which are designated series B Convertible Preferred Stock, of which 0 are issued and outstanding, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 are issued and outstanding. No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 5,784 50,000,000 shares of the Company's ’s issued and outstanding Common Stock on the date hereof are as of the date hereof 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 ’s issued and outstanding Common Stock are "“affiliates" ” without conceding that any such Persons are "“affiliates" ” for purposes of federal securities laws) of the CompanyCompany or any of its Subsidiaries. Except as set forth on Section 2.17 of the Company Disclosure Schedule or pursuant to the Transaction Documents: (i) to To the Company's Knowledge’s knowledge, no Person owns 10% or more of the Company's ’s issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible securitiesConvertible 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% stockholder for purposes of federal securities laws); . (iii) None of the Company's ’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; (iiiii) 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 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; (iviii) 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; (viv) there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to or any outstanding Indebtednessof 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 their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (viivi) 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; (viiivii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased SharesSecurities; (ixviii) neither the Company nor any Subsidiary has no any stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreement; and (xix) neither the Company does not nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are 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 does 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 to Buyer the Buyers true, correct and complete copies of the Company's Amended and Restated Certificate ’s Articles of Incorporation, as amended and as in effect on the date hereof (the "Certificate “Articles of Incorporation"”), and the Company's Amended and Restated 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 solely of 100,000,000 shares, consisting of (ai) 150,000,000 95,000,000 shares of Common Stock, $0.001 par value, of which 4,379,425 18,499,027 are issued and outstanding as of the Effective Date and (bii) 10,000,000 5,000,000 shares of preferred stock, $0.10 par value, of which (i) 12,300 of which are designated series A Convertible Preferred Stock, of which 0 no shares are issued and outstanding, (ii) 12,300 or outstanding as of which are designated series B the Effective Date. No approval of the shareholders is required for the issuance of the Notes or the Conversion Shares or any of the Convertible Preferred Stock, of which 0 are issued and outstanding, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 are issued and outstandingSecurities. No shares of Common Stock are held in treasury. All of such the outstanding shares are duly authorized and have been been, or upon issuance will be, validly issued and are fully paid and non-assessable. 5,784 All such shares of the Company's ’s issued and outstanding Common Stock on the date hereof hereof, except as disclosed on Schedule 3(r) attached to the Disclosure Letter, are not 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 ’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. Except To the Company’s knowledge, except as set forth disclosed on Section 2.17 of the Company Disclosure Schedule or pursuant 3(r) attached to the Transaction Documents: (i) to the Company's KnowledgeDisclosure Letter, no Person owns 10% or more of the Company's ’s issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible securitiesConvertible 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 in the private placement documentation that such identified Person is a 10% stockholder for purposes of federal securities laws); . Except as set forth on Schedule 3(r) attached to the Disclosure Letter, (iii) none of the Company's ’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; (iiiii) except as disclosed on Schedule 3(r) attached to the Disclosure Letter, 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; (iviii) except for the Old MTI Convertible Notes, 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; (viv) there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to any outstanding IndebtednessCompany; (viv) there are no agreements or arrangements under which the Company is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights AgreementAgreement and a warrant issued to the Placement Agent); (viivi) 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; (viiivii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased SharesSecurities; and (ixviii) the Company has no not issued any stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreement; and (x) the Company does not have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company's business and which does not or would not reasonably be expected to have a Material Adverse Effect. The Company has furnished to Buyer the Buyers true, correct and complete copies of the Company's Amended and Restated ’s Certificate of Incorporation, as amended and as in effect on the date hereof (the "“Certificate of Incorporation"”), and the Company's Amended and Restated 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. “Convertible Securities” means preferred stock, options, warrants or other securities directly or indirectly convertible into, exchangeable for or exercisable for Common Stock of the Company.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (ai) 150,000,000 7,500,000,000 shares of Common Stock, $0.001 par valueof which, 1,499,000,0000 are issued and outstanding and 0 shares are reserved for issuance pursuant to Convertible Securities (as defined below), (ii) 120,000,000 shares of Series A convertible preferred stock, of which 4,379,425 44,570,101 shares are issued and outstanding, (iii) 1,000,000 shares of Series B convertible preferred stock, of which no shares are issued and outstanding and (biv) 10,000,000 1,000,000 shares of Series C convertible preferred stock, $0.10 par value, stock of which (i) 12,300 of which 455,801 shares are designated series A Convertible Preferred Stock, of which 0 are issued and outstanding, (ii) 12,300 of which are designated series B Convertible Preferred Stock, of which 0 are issued and outstanding, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 are issued and outstanding. No 1,000,000 shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 5,784 100,000 shares of Company’s issued and outstanding Series A convertible preferred stock and 395,801 shares of the Company's ’s issued and outstanding Common Stock Series C convertible preferred stock on the date hereof are as of the date hereof 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 ’s issued and outstanding Common Stock securities are "“affiliates" ” without conceding that any such Persons are "“affiliates" ” for purposes of federal securities laws) of the CompanyCompany or any of its Subsidiaries. Except as set forth on Section 2.17 of the Company Disclosure disclosed in Schedule or pursuant to the Transaction Documents: (i) to the Company's Knowledge3(r)(i), no Person owns 10% or more none of the Company's issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible securities, whether ’s 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% stockholder for purposes of federal securities laws); (ii) the Company's Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances Liens suffered or permitted by the CompanyCompany or any Subsidiary (other than restrictions on disposition under the 1933 Act and the rules and regulations thereunder); (iiiii) 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 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; (iviii) there are no outstanding debt securitiesexcept as disclosed in Schedule 3(r)(iii), 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; (v) there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to or any outstanding Indebtednessof its Subsidiaries; (viiv) except as set forth in the SEC Documents, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (viiv) except as disclosed in Schedule 3(r)(iv), 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; (viiivi) except as disclosed in Schedule 3(r)(v) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased Shares; (ixvii) neither the Company nor any Subsidiary has no any stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreement; and (xviii) neither the Company does not nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are 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 does 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 to the Buyer 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 Amended and Restated 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 Convertible Securities and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. (a) As of the date hereof, the authorized capital stock of the Company consists solely of (ai) 150,000,000 650,000,000 shares of Common Stock, $0.001 par value, of which 4,379,425 as of August 14, 2012, 180,321,207 shares are issued and outstanding outstanding, 21,707,795 shares are reserved for issuance pursuant to the Company’s stock option and purchase plans and 317,637,093 shares are reserved for issuance pursuant to securities (other than the Notes, the Warrants and the Bridge Warrants) exercisable or exchangeable for, or convertible into, Common Stock and (bii) 10,000,000 5,000,000 shares of preferred stock, par value $0.10 par value0.001, of which (i) 12,300 as of which are designated series A Convertible Preferred Stockthe date hereof, none of which 0 such shares of preferred stock are issued and or outstanding, (ii) 12,300 of which are designated series B Convertible Preferred Stock, of which 0 are issued and outstanding, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 are issued and outstanding. No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been been, or upon issuance will be, validly issued and are fully paid and non-assessable. 5,784 shares nonassessable and have not been and will not be issued in violation of any preemptive rights, rights of first refusal, rights of first offer or similar rights. (b) Schedule 5.23 sets forth as of August 10, 2012, with respect to each outstanding Convertible Security of the Company's issued , (i) the issuance date and outstanding expiration or maturity date thereof, (ii) the aggregate number of shares of Common Stock that may be issued or are issuable pursuant to the terms of such securities as of the date hereof (using $0.50 per share for any exercise or conversion price that is based on the market price of the Common Stock), (iii) the aggregate number of shares of Common Stock that may be issued or are issuable pursuant to the terms of such Convertible Securities (using $0.50 per share for any exercise or conversion price that is based on the market price of the Common Stock) as of the date hereof taking into account the effect of any anti-dilution or similar provisions in such Convertible Securities that would apply as of the date hereof assuming all of the Notes, Warrants and Bridge Warrants were issued on the date hereof are owned by Persons who are "affiliates" (and after giving effect to such assumed issuance), (iv) the exercise or conversion price thereof, (v) the exercise or conversion price, as defined in Rule 405 of the 1933 Act date hereof, of such Convertible Securities taking into account the effect of any anti-dilution or similar provisions in such Convertible Securities that would apply as of the date hereof assuming all of the Notes, Warrants and calculated based Bridge Warrants were issued on the assumption that only officersdate hereof (and after giving effect to such assumed issuance), directors and holders (vi) if the exercisability of at least 10% of such Convertible Security is subject to vesting, the Company's issued and outstanding Common Stock are "affiliates" without conceding that any such Persons are "affiliates" for purposes of federal securities lawsvesting schedule thereof. (c) of the Company. Except as set forth on Section 2.17 of the Company Disclosure disclosed in Schedule or pursuant to the Transaction Documents5.23: (i) to the Company's Knowledge, no Person owns 10% or more of the Company's issued and outstanding shares of Common Stock (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% stockholder for purposes of federal securities laws); (ii) the Company's capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; (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 the CompanyCompany or any of its Subsidiaries, or contractscontract, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue any additional shares of capital stock of the Company; (iv) there are no outstanding debt securitiesCompany or any of its Subsidiaries or options, credit agreementswarrants, credit facilities scrip, rights to subscribe to calls or other agreementscommitments of any character whatsoever relating to, documents or instruments evidencing Indebtedness securities or rights convertible into or exercisable or exchangeable for, any shares of capital stock of the Company or by which the Company is or may become boundany of its Subsidiaries (collectively, “Convertible Securities”); (v) there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to any outstanding Indebtedness; (viii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Securities Act (except pursuant to the Registration Rights Agreement); (viiiii) 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; (viiiiv) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased SharesSecurities; and (ixv) neither the Company nor any of its Subsidiaries has no any stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreement; and . (xd) the Company does not have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company's business and which does not or would not reasonably be expected to have a Material Adverse Effect. The Company has furnished or made available to Buyer Purchaser (i) true, correct and complete copies of the Company's Amended and Restated ’s Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"“Company Charter”), and (ii) the Company's Amended and Restated Bylaws’s bylaws, as amended and as in effect on the date hereof (the "“Company Bylaws"”), and (iii) the agreements or instruments containing the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and (including the material rights of the holders thereof in respect theretothereof) of all Convertible Securities of the Company.

Equity Capitalization. As of 1:00 pm Eastern Standard Time on the date hereof, the authorized capital stock of the Company consists solely of (ai) 150,000,000 100,000,000 shares of Common Stock, $0.001 par valueof which, of which 4,379,425 [•] are issued and outstanding and [•] shares are reserved for issuance pursuant to securities (bother than the Senior Note and the Convertible Note) 10,000,000 exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 5,000,000 shares of preferred stock, $0.10 par value, of which (i) 12,300 of which are designated series A Convertible Preferred Stock, of which 0 are issued and outstanding, (ii) 12,300 of which are designated series B Convertible Preferred Stock, of which 0 are issued and outstanding, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 none are issued and outstanding. No 54,254 shares of Common Stock are held in treasury. “Common Stock” means (i) the Company’s shares of common stock, $0.01 par value per share, and (ii) any capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock. All of such outstanding shares are duly authorized and have been been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 5,784 29,232 shares of the Company's ’s issued and outstanding Common Stock on the date hereof are as of the date hereof owned by Persons who are "“affiliates" ” (as defined in Rule 405 of the 1933 Securities Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company's ’s issued and outstanding Common Stock are "“affiliates" ” without conceding that any such Persons are "“affiliates" ” for purposes of federal securities laws) of the CompanyCompany or any of its Subsidiaries. Except as set forth on Section 2.17 of disclosed in the Company Disclosure Schedule or pursuant to the Transaction SEC Documents: (i) , to the Company's Knowledge’s knowledge, as of the date hereof, no Person owns 10% or more of the Company's ’s issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible securitiesConvertible Securities (as defined in the Convertible Note), 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% stockholder for purposes of federal securities laws); . Except as set forth on Schedule 2.9: (iii) none of the Company's ’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances Liens suffered or permitted by the CompanyCompany or any Subsidiary; (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 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; (iviii) 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; (viv) there are no financing statements (other than in connection with Permitted Indebtedness secured by Permitted Liens) securing obligations, other than obligations under such Permitted Indebtedness secured by Permitted Liens, in any amounts filed in connection with the Company with respect to or any outstanding Indebtednessof 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 their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Securities Act; (viivi) 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; (viiivii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased SharesNew Exchanged Securities; (ixviii) neither the Company nor any Subsidiary has no any stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreement; and (xix) neither the Company does not nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are 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 does not or which, in the aggregate, would not reasonably be expected to have a Material Adverse Effect. The Company has furnished to Buyer the Investor true, correct and complete copies of the Company's Amended and Restated ’s Certificate of Incorporation, as amended and as in effect on the date hereof (the "“Certificate of Incorporation"”), and the Company's Amended and Restated 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 that have not been disclosed in the SEC Documents. For purposes of this Agreement: (x) “Indebtedness” of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (other than trade payables entered into in the ordinary course of business consistent with past practice), (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (F) all monetary obligations under any leasing or similar arrangement which, in connection with GAAP, consistently applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above; and (y) “Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (ai) 150,000,000 80,000,000 shares of Common Stock, $0.001 par valueof which, of which 4,379,425 15,959,088 are issued and outstanding and 14,200,283 shares are reserved for issuance pursuant to securities (bother than the Preferred Shares and the Warrants) 10,000,000 exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 2,000,000 shares of preferred stock, $0.10 par value, of which 454,546 shares of non-voting convertible Series B Preferred Stock (i“Preferred Stock”) 12,300 are authorized and 454,546 shares of which are designated series A Convertible Preferred Stock, of which 0 are issued and outstanding, (ii) 12,300 of which are designated series B Convertible Preferred Stock, of which 0 are issued and outstanding, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 are issued and outstanding. No shares of Common Stock or Preferred Stock are held in treasury. All of such outstanding shares are duly authorized and have been been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 5,784 An aggregate of 966,648 shares of the Company's ’s issued and outstanding Common Stock on the date hereof are as of the date hereof 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 ’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. To the Company. Except ’s knowledge, as set forth on Section 2.17 of the Company Disclosure Schedule or pursuant to the Transaction Documents: (i) to the Company's Knowledgedate hereof, no Person owns 10% or more of the Company's ’s issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible securitiesConvertible Securities (as defined below), 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% stockholder for purposes of federal securities laws); . Except as disclosed in Schedule 3(q): (iii) none of the Company's ’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; (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 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; (iviii) 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; (viv) there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to or any outstanding Indebtednessof 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 their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (viivi) 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; (viiivii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased SharesSecurities; (ixviii) neither the Company nor any Subsidiary has no any stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreement; and (xix) neither the Company does not nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are 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 does 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 to Buyer the Buyers true, correct and complete copies of the Company's Amended and Restated ’s Certificate of Incorporation, as amended and as in effect on the date hereof (the "“Certificate of Incorporation"”), and the Company's Amended and Restated 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 theretothereto that have not been disclosed in the SEC Documents.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (a) 150,000,000 55 million shares of Common Stock, $0.001 par valueall classes of stock, of which 4,379,425 50 million shares are issued and outstanding and (b) 10,000,000 shares of preferred stock, $0.10 par value, of which (i) 12,300 of which are designated series A Convertible Preferred Common Stock, of which 0 as of the date hereof, 16,767,772 are issued and outstanding, 324,984 shares are reserved for issuance pursuant to the Company’s stock option and purchase plans and 2,075,976 shares are reserved for issuance pursuant to securities (iiother than the aforementioned options, the Existing Debentures, the Exchanged Debentures and the Exchanged Warrants and excluding shares, if any, that may be issued upon conversion of the 2027 Convertible Exchanged Debentures (as defined in the Exchanged Indenture) 12,300 of which and the phantom stock units issued in connection with the Acquisition) exercisable or exchangeable for, or convertible into, Common Stock, and 5,000,000 shares are designated series B Convertible Preferred Stockpreferred stock, of which 0 are issued and outstandingas of the date hereof, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 no shares are issued and outstanding. No All of the issued shares of Common Stock are held in treasury. All capital stock of such outstanding shares are the Company have been duly authorized and have been validly issued and are fully paid and non-assessableassessable and were issued in compliance with federal and state securities laws and not in violation of any preemptive right, resale right, right of first refusal or similar right. 5,784 All of the Company’s options, warrants and other rights to purchase or exchange any securities for shares of the Company's ’s capital stock have been duly authorized and validly issued and outstanding Common Stock on were issued in compliance with federal and state securities laws. All of the date hereof issued shares of capital stock of each Subsidiary of the Company have been duly authorized and validly issued, are fully paid and non-assessable and are owned directly or indirectly 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 , free and outstanding Common Stock are "affiliates" without conceding that any clear of all liens, encumbrances, equities or claims, except for such Persons are "affiliates" for purposes of federal securities laws) of liens, encumbrances, equities or claims as would not, in the Companyaggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth on Section 2.17 of in the Exchange Act Reports or in other filings made by the Company Disclosure Schedule or pursuant to with the Transaction DocumentsCommission: (i) to the Company's Knowledge, no Person owns 10% or more none of the Company's issued and outstanding shares of Common Stock (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% stockholder for purposes of federal securities laws); (ii) the Company's ’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; (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 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; (iviii) 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; (v) there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to any outstanding Indebtedness; (viiv) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Securities Act; (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; (viiivi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased SharesSecurities; (ixvii) the Company has no does not have any stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreement; and (xviii) the Company does not and its Subsidiaries have any no liabilities or obligations required to be disclosed in the SEC Documents which are Exchange Act Reports but not so disclosed in the SEC DocumentsExchange Act Reports, other than those incurred in the ordinary course of the Company's business ’s or its Subsidiaries’ respective businesses and which does which, individually or in the aggregate, do not or would not reasonably be expected to have a Material Adverse Effect. The Company has furnished to Buyer trueTrue, correct and complete copies of the Company's Amended and Restated ’s Certificate of Incorporation, as amended and as in effect on the date hereof (the "“Certificate of Incorporation"”), and the Company's Amended and Restated ’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 theretothereto have been filed with the Commission.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (ai) 150,000,000 250,000,000 shares of Common Stock, $0.001 par value, of which 4,379,425 25,675,044 are issued and outstanding and 12,750,000 shares are reserved for issuance pursuant to Convertible Securities (bas defined below) 10,000,000 (other than the Preferred Stock and the Warrants) and (ii) 5,000,000 shares of preferred stock, $0.10 par value, none of which (i) 12,300 of which are designated series A Convertible Preferred Stock, of which 0 are issued and outstanding, (ii) 12,300 of which are designated series B Convertible Preferred Stock, of which 0 are issued and outstanding, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 are issued and outstanding. No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been been, or upon issuance will be, validly issued and are fully paid and non-assessable. 5,784 2,519,297 shares of the Company's ’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 ’s issued and outstanding Common Stock are "“affiliates" ” without conceding that any such Persons are "“affiliates" ” for purposes of federal securities laws) of the CompanyCompany or any of its Subsidiaries. Except as set forth disclosed on Section 2.17 of the Company Disclosure Schedule or pursuant to the Transaction Documents: (i) 3(o), to the Company's Knowledge’s knowledge, no Person owns 10% or more of the Company's ’s issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible securitiesConvertible 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% stockholder for purposes of federal securities laws); . (iii) None of the Company's ’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; (iiiii) 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 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; (iviii) 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 of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (viv) except as disclosed in the SEC Documents, there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to or any outstanding Indebtednessof its Subsidiaries; (viv) except as disclosed in the SEC Documents, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (viivi) 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; (viiivii) except as disclosed in the SEC Documents, there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased SharesSecurities; (ixviii) neither the Company nor any Subsidiary has no any stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreement; and (xix) neither the Company does not nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are 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 does 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 to Buyer the Placement Agent true, correct and complete copies of the Company's Amended and Restated Certificate ’s Articles of Incorporation, as amended and as in effect on the date hereof (the "Certificate “Articles of Incorporation"”), and the Company's Amended and Restated 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 Convertible Securities and the material rights of the holders thereof. “Convertible Securities” means any capital stock, note, debenture or other security of the Company or any of its Subsidiaries that is, or may become, at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof in respect theretoto acquire, any capital stock, note, debenture or other security of the Company (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 solely of (ai) 150,000,000 200,000,000 shares of Common Stock, $0.001 par value, of which 4,379,425 98,681,029 are issued and outstanding and 40,608,021 shares are reserved for issuance pursuant to securities (bother than the Preferred Stock and the Warrants) 10,000,000 exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 1,000,000 shares of preferred stock, $0.10 par value, none of which (i) 12,300 of which are designated series A Convertible Preferred Stock, of which 0 are issued and outstanding, (ii) 12,300 of which are designated series B Convertible Preferred Stock, of which 0 are issued and outstanding, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 are issued and outstanding. No 3,012 shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been been, or upon issuance will be, validly issued and are fully paid and non-assessable. 5,784 36,200,909 shares of the Company's ’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 ’s issued and outstanding Common Stock are "“affiliates" ” without conceding that any such Persons are "“affiliates" ” for purposes of federal securities laws) of the CompanyCompany or any of its Subsidiaries. Except as set forth on Section 2.17 of the Company Disclosure Schedule or pursuant to the Transaction Documents: (i) to To the Company's Knowledge’s knowledge, except as disclosed in the SEC Documents, no Person owns 10% or more of the Company's ’s issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible securitiesConvertible Securities (as defined below), 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% stockholder for purposes of federal securities laws); . (iii) Except as disclosed in the SEC Documents, none of the Company's ’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; (iiiii) 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 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; (iviii) 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; (viv) there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to or any outstanding Indebtednessof its Subsidiaries; (viv) except as disclosed in the SEC Documents and except pursuant to this 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 their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (viivi) except as disclosed in the SEC Documents, 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; (viiivii) except as disclosed in the SEC Documents, there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased SharesSecurities; (ixviii) neither the Company nor any Subsidiary has no any stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreement; and (xix) neither the Company does not nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are 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 does 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 to Buyer the Buyers true, correct and complete copies of the Company's Amended and Restated ’s Certificate of Incorporation, as amended and as in effect on the date hereof (the "“Certificate of Incorporation"”), and the Company's Amended and Restated 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 solely of (ai) 150,000,000 shares of unlimited Common Stock, $0.001 par valueShares, of which 4,379,425 as of the date hereof, 51,963,081, including 323,625 shares held in treasury, are issued and outstanding and 11,434,044 shares are reserved for issuance pursuant to securities (bother than the Special Warrants and the Warrants) 10,000,000 exercisable or exchangeable for, or convertible into, Common Shares, and (ii) unlimited shares of preferred stock, $0.10 par valuenone of which, as of which (i) 12,300 of which are designated series A Convertible Preferred Stockthe date hereof, of which 0 are issued and outstanding, (ii) 12,300 of which are designated series B Convertible Preferred Stock, of which 0 are issued and outstanding, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 are issued and outstanding. No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 5,784 9,810,971 shares of the Company's ’s issued and outstanding Common Stock Shares on the date hereof are as of the date hereof 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 ’s issued and outstanding Common Stock Shares are "“affiliates" ” without conceding that any such Persons are "“affiliates" ” for purposes of federal securities laws) of the Company. Except as set forth on Section 2.17 Company or any of the Company Disclosure Schedule or pursuant to the Transaction Documents: (i) to Subsidiaries. To the Company's Knowledge’s knowledge, as of the date hereof no Person (other than the Persons identified in the Schedule 13G/A filed with the SEC on February 14, 2007 by Janus Capital Management LLC) owns 10% or more of the Company's ’s issued and outstanding shares of Common Stock Shares (calculated based on the assumption that all convertible securitiesEquivalents, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) but taking account of any limitations on exercise or conversion (including "“blockers"”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws); . Except as disclosed in Schedule 3(r): (iii) none of the Company's ’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; (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 the Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of the Subsidiaries is or may become bound to issue additional capital stock of the Company or any of the 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 the Subsidiaries; (iviii) 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 the Subsidiaries or by which the Company or any of the Subsidiaries is or may become bound; (viv) there are no financing statements securing obligations in any amounts material amounts, either individually or in the aggregate, filed in connection with the Company with respect to or any outstanding Indebtednessof the Subsidiaries; (viv) there are no agreements or arrangements under which the Company or any of the Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (viivi) there are no outstanding securities or instruments of the Company or any of the Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of the Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of the Subsidiaries; (viiivii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased SharesSecurities; (ixviii) neither the Company nor any Subsidiary has no any stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreement; and (xix) neither the Company does not nor any of the Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company's business ’s or the Subsidiaries’ respective businesses and which does 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 to Buyer the Buyers true, correct and complete copies of the Company's Amended and Restated Certificate ’s Articles of Amendment, Articles of Incorporation, as amended and as in effect on the date hereof (the "Certificate “Articles of Incorporation"”), and the Company's Amended and Restated 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 Shares and the material rights of the holders thereof in respect thereto.

Equity Capitalization. As of the date hereofAugust 2, 2014, the authorized capital stock of the Company consists solely of (ai) 150,000,000 300,000,000 shares of Common Stock, $0.001 par valueof which, of which 4,379,425 84,860,314 are issued and outstanding and 2,045,847 shares are reserved for issuance pursuant to securities (bother than the Exchanged Notes and the Exchanged Warrants) 10,000,000 exercisable or exchangeable for, or convertible into, shares of preferred stock, $0.10 par value, of which (i) 12,300 of which are designated series A Convertible Preferred Stock, of which 0 are issued and outstanding, (ii) 12,300 of which are designated series B Convertible Preferred Stock, of which 0 are issued and outstanding, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 are issued and outstandingCommon Stock plus additional shares subject to restricted share units pursuant to the Company’s equity plan. No 351,692 shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 5,784 shares To the Company’s knowledge, as 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. Except as set forth on Section 2.17 of the Company Disclosure Schedule or pursuant to the Transaction Documents: (i) to the Company's Knowledgehereof, no Person owns 10% or more of the Company's ’s issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible securitiesConvertible Securities (as defined in the Exchanged Note), 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% stockholder for purposes of federal securities laws); . Except as disclosed in Schedule 4.9: (iii) none of the Company's ’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; (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 capital stock of the Company, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue any capital stock of the Company; (iv) there are no outstanding debt securities, 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; (v) there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to any outstanding Indebtedness; (viii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Securities Act (except pursuant to the Registration Rights Agreement and as contemplated by the Securities Purchase Agreement); (viiiii) 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; (viiiiv) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased SharesSecurities; (ixv) neither the Company nor any Subsidiary has no any stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreement; and (xvi) neither the Company does not nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are 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 does 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 otherwise made available to Buyer the Holder true, correct and complete copies of the Company's Amended and Restated ’s Certificate of Incorporation, as amended and as in effect on the date hereof (the "“Certificate of Incorporation"”), and the Company's Amended and Restated 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 theretothereto that have not been disclosed in the SEC Documents.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (ai) 150,000,000 600,000,000 shares of Common Stock, $0.001 par value, of which 4,379,425 64,996,501 are issued and outstanding and 226,878,906 are reserved for issuance pursuant to Convertible Securities (bas defined below) 10,000,000 (other than the Convertible Notes and Warrants) (150,025,000 are reserved for issuance upon conversion of Series A Preferred Stock and 73,800,250 are reserved for issuance upon conversion of Series B Preferred Stock), and (ii) 73,800,250 shares of preferred stock, $0.10 par valueof which, of which (i) 12,300 of which 1,500,250 are designated series as Series A Convertible Preferred Stock and 72,300,000 are designated as Series B Preferred Stock, of which 0 1,500,250 and 71,516,534 are issued and outstanding, (ii) 12,300 of which are designated series B Convertible Preferred Stock, of which 0 are issued and outstanding, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 are issued and outstandingrespectively. No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been been, or upon issuance will be, validly issued and are fully paid and non-assessable. 5,784 shares of the Company's issued and outstanding Common Stock Except as provided 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 lawsSection 3(p) of the Company. Except as set forth on Section 2.17 of the Company Disclosure Schedule or pursuant to the Transaction Documents: Schedule, (i) to the Company's Knowledge’s knowledge, no Person owns 10% or more of the Company's ’s issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible securitiesConvertible 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% stockholder for purposes of federal securities laws); (ii) the Company's ’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; (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 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 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); (iv) 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; (v) there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to or any outstanding Indebtednessof its subsidiaries; (vi) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreementas provided in Section 5(h) hereof); (vii) 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; (viii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased SharesSecurities; and (ix) neither the Company nor any of its subsidiaries has no stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreement; and (x) the Company does not have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company's business and which does not or would not reasonably be expected to have a Material Adverse Effect. The Company has furnished provided to Buyer a true, correct and complete copies copy of the Company's Amended and Restated Certificate of Incorporation, as amended and ’s charter as in effect on the date hereof (the "Certificate of Incorporation"), and the Company's Amended and Restated 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 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 175,000,000 shares of stock, of which 150,000,000 shares are designated as the Common Stock and 25,000,000 shares are designated as preferred shares, par value $.001 per share, of which the Company has established and designated one series of 13,333,333 shares as its 8% Convertible Preferred Stock, par value $.001 per share (a) 150,000,000 the “8% Convertible Preferred Stock”). 92,768,593 shares of Common Stock, $0.001 par value, of which 4,379,425 Stock are issued and outstanding and (b) 10,000,000 5,389,996 shares of preferred stock, $0.10 par value, of which (i) 12,300 of which are designated series A 8% Convertible Preferred Stock, of which 0 Stock are issued and outstanding. 33,073,670 shares of Common Stock were reserved for issuance pursuant to securities (other than the Common Shares and the Warrants) exercisable or exchangeable for, (ii) 12,300 or convertible into, shares of which are designated series B Convertible Preferred Common Stock, of which 0 are issued and outstanding, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 are issued and outstanding. No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been been, or upon issuance will be, validly issued and are fully paid and non-assessable. 5,784 7,873,306 shares of the Company's ’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 ’s issued and outstanding Common Stock are "“affiliates" ” without conceding that any such Persons are "“affiliates" ” for purposes of federal securities laws) of the CompanyCompany or any of its Subsidiaries. Except as set forth on Section 2.17 of the Company Disclosure Schedule or pursuant to the Transaction Documents: (i) to To the Company's Knowledge’s knowledge, no Person owns 10% or more of the Company's ’s issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible securitiesConvertible Securities (as defined below), 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% stockholder for purposes of federal securities laws); . (iii) None of the Company's ’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; (iiiii) 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 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; (iviii) 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 of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (viv) there are no financing statements securing obligations except as disclosed in any amounts filed in connection with the Company with respect SEC Documents and pursuant to any outstanding Indebtedness; (vi) this 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 their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (viiv) except for the 8% Convertible Preferred Stock, 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; (viiivi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased SharesSecurities; and (ixvii) neither the Company nor any Subsidiary has no any stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreement; and (x) the Company does not have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company's business and which does not or would not reasonably be expected to have a Material Adverse Effect. The Company has furnished to Buyer the Buyers true, correct and complete copies of the Company's Amended and Restated ’s Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate “Articles of Incorporation"”), and the Company's Amended and Restated Bylaws’s bylaws, as amended and as in effect on the date hereof (the "“Bylaws"”), and the . 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 are all as set forth in the SEC Documents.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (ai) 150,000,000 19,500,000 shares of Common Stock, $0.001 par valueof which 10,446,824 are issued and outstanding and 9,053,176 shares are reserved for issuance pursuant to securities (other than the Common Shares and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, (ii) 500,000 shares of Series A Convertible Preferred stock, of which 4,379,425 46,621 are issued and outstanding and (biii) 10,000,000 500,000 shares of preferred stock, $0.10 par value, of which (i) 12,300 of which are designated series A Convertible Preferred Stock, of which 0 are issued and outstanding, (ii) 12,300 of which are designated series Series B Convertible Preferred Stock, stock of which 0 are issued and outstanding, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 85,666 are issued and outstanding. No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been been, or upon issuance will be, validly issued and are fully paid and non-assessable. 5,784 3,178,269 shares of the Company's ’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 ’s issued and outstanding Common Stock are "“affiliates" ” without conceding that any such Persons are "“affiliates" ” for purposes of federal securities laws) of the CompanyCompany or any of its Subsidiaries. Except as set forth on Section 2.17 of the Company Disclosure Schedule or pursuant to the Transaction Documents: (i) to To the Company's Knowledge’s knowledge, except as disclosed in the SEC Documents, no Person owns 10% or more of the Company's ’s issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible securitiesConvertible Securities (as defined below), 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% stockholder for purposes of federal securities laws); . (iii) None of the Company's ’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; (iiiii) except as disclosed on 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 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; (iviii) except as disclosed on 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; (viv) except as disclosed on Schedule 3(r)(iv), there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to or any outstanding Indebtednessof 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 their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (viivi) except as disclosed on Schedule 3(r)(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; (viiivii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased SharesSecurities; and (ixviii) neither the Company nor any Subsidiary has no any stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreement; and (x) . Neither the Company does not nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are 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 does 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 to Buyer the Buyers true, correct and complete copies of the Company's Amended and Restated ’s Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate “Articles of Incorporation"”), and the Company's Amended and Restated 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 solely of (ax) 150,000,000 300,000,000 shares of Common Stock, $0.001 par value, of which 4,379,425 60,145,237 shares are issued and outstanding and 9,825,197 shares are reserved for issuance pursuant to outstanding Convertible Securities (bas defined below) 10,000,000 (other than the Common Shares and the Warrants) and 4,551,985 shares are reserved for issuance for future grants under the Company’s equity incentive plans, and (y) no shares of preferred stock, $0.10 par value, of which (i) 12,300 of which are designated series A Convertible Preferred Stock, of which 0 are issued and outstanding, (ii) 12,300 of which are designated series B Convertible Preferred Stock, of which 0 are issued and outstanding, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 are issued and outstanding. No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been been, or upon issuance will be, validly issued and are fully paid and non-assessable. 5,784 18,579,449 shares of the Company's ’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 ’s issued and outstanding Common Stock are "“affiliates" ” without conceding that any such Persons are "“affiliates" ” for purposes of federal securities laws) of the CompanyCompany or any of its Subsidiaries. Except as set forth on Section 2.17 of the Company Disclosure Schedule or pursuant to the Transaction Documents: (i) to To the Company's Knowledge’s knowledge, except as disclosed in the SEC Documents, no Person owns 10% or more of the Company's ’s issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible securitiesConvertible 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% stockholder for purposes of federal securities laws); . (iii) None of the Company's ’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; (iiiii) except as disclosed in the SEC Documents or on Schedule 3(r), 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; (iviii) 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 of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (viv) there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to or any outstanding Indebtednessof 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 their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (viivi) 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; (viiivii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased SharesSecurities; (ixviii) neither the Company nor any Subsidiary has no any stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreement; and (xix) neither the Company does not nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are 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 does which, individually or in the aggregate, do not or would not reasonably be expected to have a Material Adverse Effect. The Company has furnished to Buyer SEC Documents contain true, correct and complete copies of the Company's Amended and Restated Certificate ’s Articles of Incorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"“Charter”), and the Company's Amended and Restated Bylaws’s bylaws, as amended and as in effect on the date hereof (the "“Bylaws"”), and describe in all material respects the terms of or contain materially true, correct and complete copies of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect theretoConvertible Securities.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (ai) 150,000,000 100,000,000 shares of Common Stock, $0.001 par valueof which, of which 4,379,425 27,901,959 are issued and outstanding and, except as disclosed in the SEC Documents, no 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 (bii) 10,000,000 shares of preferred stock, $0.10 par value, of which (i) 12,300 of which are designated series A Convertible Preferred Stock, of which 0 are issued and outstanding, (ii) 12,300 of which are designated series B Convertible Preferred Stock, of which 0 are issued and outstanding, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 475,000 are issued and outstanding. No 2,284 shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been been, or upon issuance will be, validly issued and are fully paid and non-assessable. 5,784 9,343,136 shares of the Company's ’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 ’s issued and outstanding Common Stock are "“affiliates" ” without conceding that any such Persons are "“affiliates" ” for purposes of federal securities laws) of the CompanyCompany or any of its Subsidiaries. Except as set forth on Section 2.17 of disclosed in the Company Disclosure Schedule or pursuant to the Transaction SEC Documents: (i) , to the Company's Knowledge’s knowledge, no Person owns 10% or more of the Company's ’s issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible securitiesConvertible Securities (as defined below), 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% stockholder for purposes of federal securities laws); . (iii) Except as disclosed in the SEC Documents, none of the Company's ’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances Liens suffered or permitted by the CompanyCompany or any Subsidiary; (iiiii) except as set forth 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; (iviii) except as set forth in the SEC Documents, 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; (viv) except as set forth in the SEC Documents, there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to or any outstanding Indebtednessof its Subsidiaries; (viv) except as set forth in the SEC Documents, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights this Agreement); (viivi) except as set forth in the SEC Documents, 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; (viiivii) except as set forth in the SEC documents, there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased SharesSecurities; (ixviii) except as set forth in the SEC documents, neither the Company nor any Subsidiary has no any stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreement; and (xix) neither the Company does not nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are 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 does 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 to Buyer the Buyers true, correct and complete copies of the Company's Amended and Restated ’s Certificate of Incorporation, as amended and as in effect on the date hereof (the "“Certificate of Incorporation"”), and the Company's Amended and Restated 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 Convertible Securities (as defined below) 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 (ai) 150,000,000 160,000,000 shares of Common Stock, $0.001 par valueof which, of which 4,379,425 are 67,025,419 were issued and outstanding on November 17, 2017, and 24,566,813 shares are reserved for issuance pursuant to securities exercisable or exchangeable for, or convertible into, shares of Common Stock and (bii) 10,000,000 2,000,000 shares of preferred stock, $0.10 par value, of which (i) 12,300 761,429 shares of non-voting convertible Series A Preferred Stock are authorized and none of which are designated series A Convertible issued and outstanding, 454,546 shares of non-voting convertible Series B Preferred Stock, Stock are authorized and none of which 0 are issued and outstanding, 150,000 shares of non-voting convertible Series C-1 Preferred Stock are authorized and none of which are issued and outstanding, 150,000 shares of non-voting convertible Series C-2 Preferred Stock are authorized and none of which are issued and outstanding, 200,000 shares of non-voting convertible Series C-3 Preferred Stock are authorized and 104,000 shares of which are issued and outstanding, (iiviii) 12,300 73,962 shares of non-voting convertible Series D Preferred Stock are authorized and 73,962 shares of which are designated series B Convertible Preferred Stock, of which 0 are issued and outstanding, (ix) 89,623 shares of non-voting convertible Series E Preferred Stock are authorized and (iii) 40,617 89,623 shares of which are designated series C issued and outstanding, on October 31, 2017, and (x) 5,000 shares of Series F Convertible Preferred Stock, Stock are authorized and 2,000 shares of which 35,981 have been issued or are issued and outstanding. No shares of Common Stock or preferred stock are held in treasury. All of such outstanding shares are duly authorized and have been been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 5,784 An aggregate of 2,959,934 shares of the Company's ’s issued and outstanding Common Stock on the date hereof are as of the date hereof 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 ’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. To the Company. Except ’s knowledge, as set forth on Section 2.17 of the Company Disclosure Schedule or pursuant to the Transaction Documents: (i) to the Company's Knowledgedate hereof, no Person owns 10% or more of the Company's ’s issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible securitiesConvertible 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% stockholder for purposes of federal securities laws); . Except as has been disclosed in the SEC Documents: (iii) none of the Company's ’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; (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 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; (iviii) 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; (viv) there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to or any outstanding Indebtednessof 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 their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (viivi) 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; (viiivii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased SharesSecurities; (ixviii) neither the Company nor any Subsidiary has no any stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreement; and (xix) neither the Company does not nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are 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 does 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 to Buyer 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 (the "Certificate of Incorporation"), and the Company's Amended and Restated 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 (ai) 150,000,000 shares of Common Stock, $0.001 par valueof which, of which 4,379,425 93,591,042 are issued and outstanding and 27,281,523 shares are reserved for issuance pursuant to securities (bother than the Notes and the Warrants) 10,000,000 exercisable or exchangeable for, or convertible into, shares of preferred stock, $0.10 par value, Common Stock and (ii) 5,000,000 shares of which (i) 12,300 of which are designated series Series A Convertible Preferred Stock, of which 0 no shares are issued and outstanding, (ii) 12,300 of which are designated series B Convertible Preferred Stock, of which 0 are issued and outstanding, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 are issued and or outstanding. No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 5,784 6,797,074 shares of the Company's ’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 ’s issued and outstanding Common Stock are "“affiliates" ” without conceding that any such Persons are "“affiliates" ” for purposes of federal securities laws) of the CompanyCompany or any of its Subsidiaries. Except as set forth on Section 2.17 of the Company Disclosure Schedule or pursuant to the Transaction Documents: (i) to To the Company's Knowledge’s knowledge, no Person owns 10% or more of the Company's ’s issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible securitiesConvertible Securities (as defined below), 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% stockholder for purposes of federal securities laws); . (iii) None of the Company's ’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; (iiiii) 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 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; (iviii) 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; (viv) there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to or any outstanding Indebtednessof 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 their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (viivi) 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; (viiivii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased SharesSecurities; (ixviii) neither the Company nor any Subsidiary has no any stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreement; and (xix) neither the Company does not nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are 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 does 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 to Buyer the Buyers true, correct and complete copies of the Company's Amended and Restated ’s Certificate of Incorporation, as amended and as in effect on the date hereof (the "“Certificate of Incorporation"”), and the Company's Amended and Restated 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 theretothereto to the extent not described in the SEC Documents.

Equity Capitalization. As of the date hereofJune 2, 2015, the authorized capital stock of the Company consists solely of (ai) 150,000,000 750,000,000 shares of Common Stock, $0.001 par valueof which, of which 4,379,425 47,253,732 are issued and outstanding and 702,746,268 shares are reserved for issuance pursuant to Convertible Securities (bas defined below) 10,000,000 (other than the Note) and (ii) 5,000,000 shares of preferred stock, $0.10 par valueof which, of which (i) 12,300 of which are designated series A Convertible Preferred Stock, of which 0 are issued and outstanding, (ii) 12,300 of which are designated series B Convertible Preferred Stock, of which 0 are issued and outstanding, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 8,160 are issued and outstanding. No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been been, or upon issuance will be, validly issued and are fully paid and non-assessable. 5,784 To the Company’s knowledge, 1,676,556 shares of the Company's ’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 executive officers, directors and holders of at least 10% of the Company's ’s issued and outstanding Common Stock are "“affiliates" ” without conceding that any such Persons are "“affiliates" ” for purposes of federal securities laws) of the CompanyCompany or any of its Subsidiaries. Except as set forth on Section 2.17 of the Company Disclosure Schedule or pursuant to the Transaction Documents: (i) to To the Company's Knowledge’s knowledge, except as disclosed in the Public Reports, no Person owns 10% or more of the Company's ’s issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible securitiesConvertible 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% stockholder for purposes of federal securities laws); . (iii) None of the Company's ’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; (iiiii) except as disclosed in the SEC Reports, 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; (iviii) except as disclosed in the SEC Reports, 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; (viv) except as disclosed in the SEC Reports, there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to or any outstanding Indebtednessof its Subsidiaries; (viv) except as disclosed in the SEC Reports, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (viivi) except as disclosed in the SEC Reports, 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; (viiivii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased SharesSecurities; (ixviii) neither the Company nor any Subsidiary has no any stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreement; and (xix) neither the Company does not nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents Public Filings which are not so disclosed in the SEC DocumentsPublic Filings, other than those incurred in the ordinary course of the Company's business ’s or its Subsidiaries’ respective businesses and which does 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 through the SEC’s EXXXX system) to Buyer the Investor true, correct and complete copies of the Company's Amended and Restated Certificate ’s articles of Incorporationincorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"“Charter”), and the Company's Amended and Restated 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 Convertible Securities and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (ai) 150,000,000 100,000,000 shares of Common Stock, $0.001 par valueof which, of which 4,379,425 40,105,321 are issued and outstanding and 2,055,591 shares are reserved for issuance pursuant to securities (bother than the Common Shares and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 10,000,000 shares of preferred stock, $0.10 par value, none of which (i) 12,300 of which are designated series A Convertible Preferred Stock, of which 0 are issued and outstanding, (ii) 12,300 of which are designated series B Convertible Preferred Stock, of which 0 are issued and outstanding, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 are issued and outstanding. No 59,894,679 shares of Common Stock are held in treasuryauthorized but unissued shares. All of such outstanding shares are duly authorized and have been been, or upon issuance will be, validly issued and are fully paid and non-assessable. 5,784 13,378,500 shares of the Company's ’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 ’s issued and outstanding Common Stock are "“affiliates" ” without conceding that any such Persons are "“affiliates" ” for purposes of federal securities laws) of the CompanyCompany or any of its Subsidiaries. Except as set forth on Section 2.17 With the exception of Excelvantage Group Limited, which owns approximately 32.26% of the Company Disclosure Schedule or pursuant to the Transaction Documents: (i) Company’s issued and outstanding shares of Common Stock, to the Company's Knowledge’s knowledge, no Person owns 10% or more of the Company's ’s issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible securitiesConvertible Securities (as defined below), 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% stockholder for purposes of federal securities laws); . Except as disclosed in the SEC Documents: (iii) none of the Company's ’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; (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 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; (iviii) 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; (viv) there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to or any outstanding Indebtednessof 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 their securities under the 1933 Act (except pursuant to the Registration Rights this Agreement); (viivi) 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; (viiivii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased SharesSecurities; (ixviii) neither the Company nor any Subsidiary has no any stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreement; and (xix) neither the Company does not nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are 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 does 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 to Buyer the Buyers true, correct and complete copies of the Company's Amended and Restated ’s Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate “Articles of Incorporation"”), and the Company's Amended and Restated 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. “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.

Equity Capitalization. As of the date hereofJuly 10, 2015, the authorized capital stock of the Company consists solely of (ai) 150,000,000 750,000,000 shares of Common Stock, $0.001 par valueof which, of which 4,379,425 2,214,179 are issued and outstanding and 23,034,918 shares are reserved for issuance pursuant to Convertible Securities (bas defined below) 10,000,000 (other than the Note) and (ii) 5,000,000 shares of preferred stock, $0.10 par valueof which, of which (i) 12,300 of which are designated series A Convertible Preferred Stock, of which 0 are issued and outstanding, (ii) 12,300 of which are designated series B Convertible Preferred Stock, of which 0 are issued and outstanding, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 8,160 are issued and outstanding. No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been been, or upon issuance will be, validly issued and are fully paid and non-assessable. 5,784 To the Company’s knowledge, 33,931 shares of the Company's ’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 executive officers, directors and holders of at least 10% of the Company's ’s issued and outstanding Common Stock are "“affiliates" ” without conceding that any such Persons are "“affiliates" ” for purposes of federal securities laws) of the CompanyCompany or any of its Subsidiaries. Except as set forth on Section 2.17 of the Company Disclosure Schedule or pursuant to the Transaction Documents: (i) to To the Company's Knowledge’s knowledge, except as disclosed in the Public Reports, no Person owns 10% or more of the Company's ’s issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible securitiesConvertible 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% stockholder for purposes of federal securities laws); . (iii) None of the Company's ’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; (iiiii) except as disclosed in the SEC Reports, 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; (iviii) except as disclosed in the SEC Reports, 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; (viv) except as disclosed in the SEC Reports, there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to or any outstanding Indebtednessof its Subsidiaries; (viv) except as disclosed in the SEC Reports, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (viivi) except as disclosed in the SEC Reports, 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; (viiivii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased SharesSecurities; (ixviii) neither the Company nor any Subsidiary has no any stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreement; and (xix) neither the Company does not nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents Public Filings which are not so disclosed in the SEC DocumentsPublic Filings, other than those incurred in the ordinary course of the Company's business ’s or its Subsidiaries’ respective businesses and which does 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 through the SEC’s EXXXX system) to Buyer the Investor true, correct and complete copies of the Company's Amended and Restated Certificate ’s articles of Incorporationincorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"“Charter”), and the Company's Amended and Restated 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 Convertible Securities and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (ai) 150,000,000 250,000,000 shares of Common Stock, $0.001 par valueof which, of which 4,379,425 100,670,127 are issued and outstanding and 115,778,705, shares are reserved for issuance pursuant to securities (bother than the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and shares of Common Stock to be issued to TerraSphere (as defined below) members as disclosed in the SEC Documents and (ii) 10,000,000 shares of preferred stock, $0.10 par value, of which (i) 12,300 17,500 shares of which are designated series 1% Series A Convertible Preferred Stock, of which 0 are issued and outstanding, (ii) 12,300 of which are designated series B Convertible Preferred Stock, of which 0 are issued and outstanding, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 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 been, or upon issuance will be, validly issued and are fully paid and non-assessable. 5,784 7,038,534 shares of the Company's ’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 ’s issued and outstanding Common Stock are "“affiliates" ” without conceding that any such Persons are "“affiliates" ” for purposes of federal securities laws) of the CompanyCompany or any of its Subsidiaries. Except as set forth on Section 2.17 of the Company Disclosure Schedule or pursuant to the Transaction Documents: (i) to To the Company's Knowledge’s knowledge, no Person owns 10% or more of the Company's ’s issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible securitiesConvertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted , (as the case may bei) taking account None of any limitations on exercise or conversion (including "blockers") contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws); (ii) the Company's ’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; (iiiii) 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 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; (iviii) 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 of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (viv) there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to or any outstanding Indebtednessof its Subsidiaries; (viv) except as disclosed in the SEC Documents and 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 their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (viivi) 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; (viiivii) except as disclosed in the SEC Documents, there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased SharesSecurities; (ixviii) neither the Company nor any Subsidiary has no any stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreement; and (xix) neither the Company does not nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are 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 does 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 to Buyer the Buyers true, correct and complete copies of the Company's Amended and Restated ’s Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate “Articles of Incorporation"”), and the Company's Amended and Restated 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 solely of (ai) 150,000,000 200,000,000 shares of Common Stock, $0.001 par value, of which 4,379,425 122,307,659 are issued and outstanding and 33,964,784 shares are reserved for issuance pursuant to securities (bother than the Warrants) 10,000,000 exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 5,000,000 shares of preferred stock, $0.10 par value, of which (i) 12,300 8,462.9 shares of which are designated series A Convertible Preferred Stock, of which 0 are issued and outstanding, (ii) 12,300 of which are designated series Series B Convertible Preferred Stock (“Series B Stock, of which 0 are issued and outstanding, and (iii”) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 are issued and outstanding. No There are 80,000 shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been been, or upon issuance will be, validly issued and are fully paid and non-assessable. 5,784 shares of Except for Platinum Montaur Life Sciences, LLC (“Montaur”), to 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’s knowledge, 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. Except except as set forth on Section 2.17 of in the Company Disclosure Schedule or pursuant to the Transaction SEC Documents: (i) to the Company's Knowledge, no Person owns 10% or more of the Company's ’s issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible securitiesConvertible Securities (as defined in the Warrants), 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% stockholder for purposes of federal securities laws); . Except as disclosed in the SEC Documents, (iii) none of the Company's ’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; (iiiii) except pursuant to the 2002 Stock Incentive Plan of the Company disclosed in the SEC Documents (collectively, the “Company Stock Plans”) and except for Series BB warrants exercisable for 300,000 shares of Common Stock, Series EE warrants exercisable for 134,211 shares of Common Stock, Series FF warrants exercisable for 30,000 shares of Common Stock, Series GG warrants exercisable for 333,333 shares of Common Stock, Series HH warrants exercisable for 301,205 shares of Common Stock and Series II warrants exercisable for 275,000 shares of Common Stock and the potential conversion of Series B Stock into shares of Common Stock, 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; (iviii) 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; (viv) there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to or any outstanding Indebtednessof 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 their securities under the 1933 Act (except pursuant to the Registration Rights this Agreement); (viivi) 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; (viiivii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased SharesSecurities; (ixviii) neither the Company nor any Subsidiary has no any stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreementagreement other than pursuant to the Company Stock Plans; and (xix) neither the Company does not nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are 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 does 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 to Buyer SEC Documents contain true, correct and complete copies of the Company's Amended and Restated ’s Certificate of Incorporation, as amended and as in effect on the date hereof (the "“Certificate of Incorporation"”), and the Company's Amended and Restated 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 solely of (ai) 150,000,000 200,000,000 shares of Common Stock, $0.001 par valueof which, of which 4,379,425 113,290,364 are issued and outstanding and 10,143,827 shares are reserved for issuance pursuant to securities (bother than the Notes and the Warrants) 10,000,000 exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 12,500,000 shares of preferred stock, $0.10 par value, of which (i) 12,300 of which are designated series A Convertible Preferred Stock, of which 0 are issued and outstanding, (ii) 12,300 of which are designated series B Convertible Preferred Stock, of which 0 are issued and outstanding, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 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 been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 5,784 4,366,941 shares of the Company's ’s issued and outstanding Common Stock on the date hereof are as of the date hereof 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 ’s issued and outstanding Common Stock are "“affiliates" ” without conceding that any such Persons are "“affiliates" ” for purposes of federal securities laws) of the CompanyCompany or any of its Subsidiaries. Except as set forth on Section 2.17 of the Company Disclosure Schedule or pursuant to the Transaction Documents: (i) to To the Company's Knowledge’s knowledge, no Person owns 10% or more of the Company's ’s issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible securitiesConvertible Securities (as defined below), 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% stockholder for purposes of federal securities laws); . (iii) None of the Company's ’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; (iiiii) except as disclosed in Schedule 3(r) and other than the Subordinated Warrants to be issued pursuant to the Subordinated Note Purchase Agreement, 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; (iviii) other than as set forth on Schedule 3(r) and other than the Subordinated Notes to be issued pursuant to the Subordinated Note Purchase Agreement, 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; (viv) other than in connection with the Machinery and Equipment Loan listed on Schedule 3(r), there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to or any outstanding Indebtednessof 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 their securities under the 1933 Act (except pursuant to the Registration Rights Agreement, the Subordinated Note Purchase Agreement or with respect to the 2009 common stock placement of the Company); (viivi) 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; (viiivii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased SharesSecurities; (ixviii) neither the Company nor any Subsidiary has no any stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreement; and (xix) neither the Company does not nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are 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 does 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 to Buyer the Buyers true, correct and complete copies of the Company's Amended and Restated ’s Certificate of Incorporation, as amended and as in effect on the date hereof (the "“Certificate of Incorporation"”), and the Company's Amended and Restated 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 solely of (ai) 150,000,000 50,000,000 shares of Common Stock, $0.001 par valueof which, of which 4,379,425 22,111,000 are issued and outstanding and no shares are reserved for issuance pursuant to securities (bother than the Notes and the Warrants) 10,000,000 exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) no shares of preferred stock, $0.10 par value, of which (i) 12,300 of which are designated series A Convertible Preferred Stock, of which 0 are issued and outstanding, (ii) 12,300 of which are designated series B Convertible Preferred Stock, of which 0 are issued and outstanding, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 are issued and outstanding. No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 5,784 8,912,500 shares of the Company's ’s issued and outstanding Common Stock on the date hereof are as of the date hereof 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 ’s issued and outstanding Common Stock are "“affiliates" ” without conceding that any such Persons are "“affiliates" ” for purposes of federal securities laws) of the CompanyCompany or any of its Subsidiaries. Except as set forth on Section 2.17 of the Company Disclosure Schedule or pursuant to the Transaction Documents: (i) to To the Company's Knowledge’s knowledge, no Person owns 10% or more of the Company's ’s issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible securitiesEquivalents, 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% stockholder for purposes of federal securities laws); . Except as disclosed in Schedule 3(r): (iii) none of the Company's ’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; (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 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; (iviii) 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; (viv) there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to or any outstanding Indebtednessof 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 their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (viivi) 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; (viiivii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased SharesSecurities; (ixviii) neither the Company nor any Subsidiary has no any stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreement; and (xix) neither the Company does not nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are 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 does 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 to Buyer the Buyers true, correct and complete copies of the Company's Amended and Restated Certificate ’s Articles of Incorporation, as amended and as in effect on the date hereof (the "Certificate “Articles of Incorporation"”), and the Company's Amended and Restated 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 immediately prior to the date hereofInitial Closing Date, the authorized capital stock of the Company consists solely of (ai) 150,000,000 One Hundred and Fifty Million (150,000,000) shares of Common Stock, $0.001 par valueof which, 2,962,037 are issued and outstanding and 2,409,622 shares are reserved for issuance pursuant to Common Stock Equivalents (as defined below) (other than the Preferred Shares and Warrants), all of which are described on Schedule 4(r), (ii) Fifteen Million (15,000,000) shares of preferred stock authorized, of which, 2,763,000 are designated as Series A-1 Preferred Stock and of which 4,379,425 1,529,370 are issued and outstanding, 1,250,000 are designated as Series B Preferred Stock and of which 1,143,563 are issued and outstanding and Two Hundred Thousand (200,000) shares of Series C Preferred Stock and of which none are issued and outstanding and (biv) 10,000,000 shares of preferred stock, $0.10 par value, of which (i) 12,300 of which are designated series A Convertible Preferred Stock, of which 0 are issued and outstanding, (ii) 12,300 of which are designated series B Convertible Preferred Stock, of which 0 are issued and outstanding, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 are issued and outstanding. No no shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been been, or upon issuance will be, validly issued and are fully paid and non-assessable. 5,784 460,192 shares of the Company's ’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 Securities Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company's ’s issued and outstanding Common Stock are "“affiliates" ” without conceding that any such Persons are "“affiliates" ” for purposes of federal securities laws) of the CompanyCompany or any of its Subsidiaries. Except as set forth on Section 2.17 of the Company Disclosure Schedule or pursuant to the Transaction Documents: (i) to To the Company's Knowledge’s knowledge, except as disclosed in on Schedule 4(r), no Person owns 10% or more of the Company's ’s issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible securitiesCommon Stock Equivalents, 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% stockholder for purposes of federal securities laws); . (iii) None of the Company's ’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; (iiiii) except as set forth on Schedule 4(r), 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; (iviii) except as set forth on Schedule 4(r), 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; (viv) there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to or any outstanding Indebtednessof its Subsidiaries; (viv) except as set forth on Schedule 4(r), or as otherwise contemplated by 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 their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Securities Act; (viivi) 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; (viiivii) except as set forth on Schedule 4(r) and except as otherwise contemplated by this Agreement, there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased SharesSecurities; (ixviii) neither the Company nor any Subsidiary has no any stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreement; and (xix) neither the Company does not nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are 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 does 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 to Buyer the Subscribers true, correct and complete copies of the Company's Amended and Restated ’s Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"“Charter”), and the Company's Amended and Restated 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 Equivalents 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 (ai) 150,000,000 650,000,000 shares of Common Stock, $0.001 par valueof which, of which 4,379,425 14,091,405 are issued and outstanding and 15,025,499 shares are reserved for issuance pursuant to Convertible Securities (bas defined below) 10,000,000 (other than the Notes and the Warrants) and (ii) 50,000,000 shares of preferred stock, $0.10 par valueof which, of which (i) 12,300 of which are designated series A Convertible Preferred Stock, of which 0 are issued and outstanding, (ii) 12,300 of which are designated series B Convertible Preferred Stock, of which 0 are issued and outstanding, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 8,520,550 shares are issued and outstanding. No The Company is obligated to issue approximately 1,579,978 shares of Common Stock which have not been issued. There are no shares of Common Stock held in treasury. All of such outstanding shares are duly authorized and have been been, or upon issuance will be, validly issued and are fully paid and non-assessable. 5,784 Approximately 5,043,564 shares of the Company's ’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 ’s issued and outstanding Common Stock are "“affiliates" ” without conceding that any such Persons are "“affiliates" ” for purposes of federal securities laws) of the CompanyCompany or any of its Subsidiaries. Except as set forth on Section 2.17 of the Company Disclosure Schedule or pursuant to the Transaction Documents: (i) to To the Company's Knowledge’s knowledge, except as disclosed in the SEC Documents, no Person owns 10% or more of the Company's ’s issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible securitiesConvertible 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% stockholder for purposes of federal securities laws); . (iii) Except set forth in the SEC Documents, none of the Company's ’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; (iiiii) except as disclosed on Schedule 3(r) or in the SEC Documents, there are no outstanding options, warrant, 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 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 contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue any capital stock of the Companyits Subsidiaries; (iviii) 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 of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (viv) except as disclosed in the SEC Documents, there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to or any outstanding Indebtednessof 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 their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (viivi) 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; (viiivii) except as disclosed in the SEC Documents, there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased SharesSecurities; (ixviii) neither the Company nor any Subsidiary has no any stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreement; and (xix) except as disclosed in Schedule 3(r), neither the Company does not nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are 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 does 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 to Buyer SEC Documents contain 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 (the "Certificate of Incorporation"), Charter and the Company's Amended Bylaws and Restated Bylaws, as amended and as in effect on disclose the date hereof (the "Bylaws"), and the material terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock Convertible Securities and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (ai) 150,000,000 400,000,000 shares of Common StockStock of which, 114,278,701 are issued and outstanding and 54,081,396 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) 10,000,000 shares of preferred stock, $0.001 par value, of which 4,379,425 are issued and outstanding and (b) 10,000,000 shares of preferred stock, $0.10 par value, of which (i) 12,300 of which are designated series A Convertible Preferred Stock, of which 0 are issued and outstanding, (ii) 12,300 of which are designated series B Convertible Preferred Stock, of which 0 are issued and outstanding, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 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 been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 5,784 20,239,000 shares of the Company's ’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 ’s issued and outstanding Common Stock are "“affiliates" ” without conceding that any such Persons are "“affiliates" ” for purposes of federal securities laws) of the CompanyCompany or any of its Subsidiaries. Except as set forth on Section 2.17 of the Company Disclosure Schedule or pursuant to the Transaction Documents: (i) to To the Company's Knowledge’s knowledge, no Person owns 10% or more of the Company's ’s issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible securitiesConvertible Securities (as defined below), 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% stockholder for purposes of federal securities laws); . (iii) None of the Company's ’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; (iiiii) except as set forth in the SEC Documents or on 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 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; (iviii) except as set forth in the SEC Documents or on 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; (viv) except as set forth on Schedule 3(r)(iv), there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to or any outstanding Indebtednessof its Subsidiaries; (viv) except as set forth on 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 their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (viivi) except as set forth on Schedule 3(r)(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; (viiivii) except as set forth on 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 Purchased SharesSecurities; (viii) except as set forth on Schedule 3(r)(viii), there are no securities that have been issued in a Variable Rate Transaction (as defined below) on or prior to the Subscription Date, (ix) neither the Company nor any Subsidiary has no any stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreement; and (x) neither the Company does not nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are 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 does 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 has made available to Buyer the Buyers true, correct and complete copies of the Company's Amended and Restated ’s Certificate of Incorporation, as amended and as in effect on the date hereof (the "“Certificate of Incorporation"”), and the Company's Amended and Restated 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 solely of (ai) 150,000,000 10,000,000 shares of Common Stock, $0.001 par valueof which, of which 4,379,425 3,801,991 are issued and outstanding and 1,449,618 shares are reserved for issuance pursuant to securities (bother than the Notes, the Warrants and the Placement Agent Warrant) 10,000,000 exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 3,000,000 shares of preferred stock, $0.10 par value, of which (i) 12,300 of which are designated series A Convertible Preferred Stock, of which 0 are issued and outstanding, (ii) 12,300 of which are designated series B Convertible Preferred Stock, of which 0 are issued and outstanding, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 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 been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 5,784 450,365 shares of the Company's issued and outstanding Common Stock on the date hereof are as of the date hereof 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 CompanyCompany or any of its Subsidiaries. Except as set forth on Section 2.17 of the Company Disclosure Schedule or pursuant to the Transaction Documents: (i) to To the Company's Knowledgeknowledge, no Person owns 10% or more of the Company's issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible securitiesConvertible Securities (as defined below), 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% stockholder for purposes of federal securities laws); . (iii) None of the Company's or any Subsidiary's capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; (iiiii) 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 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; (iviii) 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; (viv) there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to or any outstanding Indebtednessof 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 their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (viivi) 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; (viiivii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased SharesSecurities; (ixviii) neither the Company nor any Subsidiary has no any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement; and (xix) neither the Company does not nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents 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 does 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 to Buyer the Buyers 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 (the "Certificate of Incorporation"), and the Company's Amended and Restated 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 solely of (ai) 150,000,000 14,285,714 shares of Common Stock, $0.001 par valueof which, of which 4,379,425 1,558,669 are issued and outstanding and 12,727,045 shares are reserved for issuance pursuant to securities (bother than the Preferred Shares and the Warrants) 10,000,000 exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 5,000,000 shares of preferred stock, $0.10 par value, none of which (i) 12,300 of which are designated series A Convertible Preferred Stock, of which 0 are issued and outstanding, (ii) 12,300 of which are designated series B Convertible Preferred Stock, of which 0 are issued and outstanding, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 are issued and outstanding. No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 5,784 To the Company’s knowledge, 12,119 shares of the Company's ’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 executive officers, directors and holders of at least 10% of the Company's ’s issued and outstanding Common Stock are "“affiliates" ” without conceding that any such Persons are "“affiliates" ” for purposes of federal securities laws) of the CompanyCompany or any of its Subsidiaries. Except as set forth on Section 2.17 of disclosed in the Company Disclosure Schedule or pursuant to the Transaction SEC Documents: (i) , to the Company's Knowledge’s knowledge, no Person owns 10% or more of the Company's ’s issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible securitiesConvertible Securities (as defined below), 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% stockholder for purposes of federal securities laws); . (iii) None of the Company's ’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; (iiiii) except as disclosed in Schedule 3(r)(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 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; (iviii) 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; (viv) there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to or any outstanding Indebtednessof 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 their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (viivi) 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; (viiivii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased SharesSecurities; (ixviii) neither the Company nor any Subsidiary has no any stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreement; and (xix) neither the Company does not nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are 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 does 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 to Buyer the Buyers true, correct and complete copies of the Company's Amended and Restated ’s Certificate of Incorporation, as amended and as in effect on the date hereof (the "“Certificate of Incorporation"”), and the Company's Amended and Restated 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 solely of (ai) 150,000,000 100,000,000__________ shares of Common StockStock of which, _44,867,416 are issued and outstanding and 0 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) 10,000,000 shares of preferred stock, $0.001 par value, of which 4,379,425 are issued and outstanding and (b) 10,000,000 shares of preferred stock, $0.10 par value, of which (i) 12,300 of which are designated series A Convertible Preferred Stock, of which 0 are issued and outstanding, (ii) 12,300 of which are designated series B Convertible Preferred Stock, of which 0 are issued and outstanding, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 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 been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 5,784 14,316,885 shares of the Company's ’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 ’s issued and outstanding Common Stock are "“affiliates" ” without conceding that any such Persons are "“affiliates" ” for purposes of federal securities laws) of the CompanyCompany or any of its Subsidiaries. Except as set forth on Section 2.17 of the Company Disclosure Schedule or pursuant to the Transaction Documents: (i) to To the Company's Knowledge’s knowledge, no one Person owns 10% or more of the Company's ’s issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible securitiesConvertible Securities (as defined below), 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% stockholder for purposes of federal securities laws); . (iii) None of the Company's ’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; (iiiii) except as set forth in the SEC Documents or on 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 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; (iviii) except as set forth in the SEC Documents or on 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; (viv) except as set forth on Schedule 3(r)(iv), there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to or any outstanding Indebtednessof its Subsidiaries; (viv) except as set forth on 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 their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (viivi) except as set forth on Schedule 3(r)(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; (viiivii) except as set forth on 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 Purchased SharesSecurities; (viii) except as set forth on Schedule 3(r)(viii), there are no securities that have been issued in a Variable Rate Transaction (as defined below) on or prior to the Subscription Date, (ix) neither the Company nor any Subsidiary has no any stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreement; and (x) neither the Company does not nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are 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 does 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 has made available to Buyer the Buyers true, correct and complete copies of the Company's Amended and Restated ’s Certificate of Incorporation, as amended and as in effect on the date hereof (the "“Certificate of Incorporation"”), and the Company's Amended and Restated 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 solely of (ai) 150,000,000 400,000,000 shares of Common StockStock of which, 182,265,845 are issued and outstanding and 49,384,348 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) 10,000,000 shares of preferred stock, $0.001 par value, of which 4,379,425 are issued and outstanding and (b) 10,000,000 shares of preferred stock, $0.10 par value, of which (i) 12,300 of which are designated series A Convertible Preferred Stock, of which 0 are issued and outstanding, (ii) 12,300 of which are designated series B Convertible Preferred Stock, of which 0 are issued and outstanding, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 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 been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 5,784 12,339,000 shares of the Company's ’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 ’s issued and outstanding Common Stock are "“affiliates" ” without conceding that any such Persons are "“affiliates" ” for purposes of federal securities laws) of the CompanyCompany or any of its Subsidiaries. Except as set forth on Section 2.17 of the Company Disclosure Schedule or pursuant to the Transaction Documents: (i) to To the Company's Knowledge’s knowledge, no Person owns 10% or more of the Company's ’s issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible securitiesConvertible Securities (as defined below), 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% stockholder for purposes of federal securities laws); . (iii) None of the Company's ’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; (iiiii) except as set forth in the SEC Documents or on 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 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; (iviii) except as set forth in the SEC Documents or on 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; (viv) except as set forth on Schedule 3(r)(iv), there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to or any outstanding Indebtednessof its Subsidiaries; (viv) except as set forth on 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 their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (viivi) except as set forth on Schedule 3(r)(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; (viiivii) except as set forth on 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 Purchased SharesSecurities; (viii) except as set forth on Schedule 3(r)(viii), there are no securities that have been issued in a Variable Rate Transaction (as defined below) on or prior to the Subscription Date, (ix) except as disclosed in the SEC Documents, neither the Company nor any Subsidiary has no any stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreement; and (x) neither the Company does not nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are 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 does 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 has made available to Buyer the Buyers true, correct and complete copies of the Company's Amended and Restated ’s Certificate of Incorporation, as amended and as in effect on the date hereof (the "“Certificate of Incorporation"”), and the Company's Amended and Restated 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. (i) As of the date hereofJanuary 11, 2021, the authorized share capital stock of the Company consists solely of (a) 150,000,000 shares of Common Stock, $0.001 par value50,000,000 Ordinary Shares, of which 4,379,425 48,043,788 shares are issued and outstanding and 178,000 shares are reserved for issuance pursuant to securities exercisable or exchangeable for, or convertible into, Ordinary Shares. No Ordinary Shares are held in the treasury of the Company. On September 4, 2020, at the Annual Meeting of Stockholders a proposal to increase the number of authorized ordinary shares to 150,000,000 was approved, such proposal was also approved by the Company’s Board of Directors (b) 10,000,000 shares the “Capitalization Amendment”), and is pending with the Cayman Island Registrar of preferred stock, $0.10 par value, of which (i) 12,300 of which are designated series A Convertible Preferred Stock, of which 0 are issued and outstanding, Companies. (ii) 12,300 of which are designated series B Convertible Preferred Stock, of which 0 are issued and outstanding, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 are issued and outstanding. No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been validly issued and are fully paid and non-assessablenonassessable. 5,784 All shares underlying convertible securities are duly authorized and, upon issuance in accordance with the terms of the Company's issued agreements governing such convertible securities, will be validly issued, fully paid and outstanding Common Stock on nonassessable. Schedule 4(c)(ii) sets forth the number of Ordinary Shares that are (A) reserved for issuance pursuant to convertible securities and (B) as of the date hereof are hereof, owned by Persons who are "“affiliates" ” (as defined in Rule 405 of the 1933 Securities Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company's ’s issued and outstanding Common Stock Ordinary Shares are "“affiliates" ” without conceding that any such Persons are "“affiliates" ” for purposes of federal securities laws) of the CompanyCompany or any of its Subsidiaries. Except as set forth on Section 2.17 of the Company Disclosure Schedule or pursuant to the Transaction Documents: (i) to To the Company's Knowledge’s knowledge, no Person owns 10% or more of the Company's ’s issued and outstanding shares of Common Stock 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% stockholder shareholder for purposes of federal securities laws); . (iiiii) Except as set forth on Schedule 4(c)(iii) or as disclosed in the SEC Documents (as defined below), (i) none of the Company's capital stock is not ’s or any Subsidiary’s shares are subject to preemptive rights or any other similar rights or any liens or liens, encumbrances and defects (“Liens”) suffered or permitted by the Company; Company or any Subsidiary, (ii) neither the Company nor any Subsidiary has any outstanding debt securities, (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 capital stock of the Company’s or any of its Subsidiary’s shares, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue any capital stock of the Company; (iv) there are no outstanding debt securities, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness additional Ordinary Shares of the Company or by which any shares of capital stock 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, any of the Company is Company’s shares or may become bound; of capital stock of any of its Subsidiaries, (v) there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to any outstanding Indebtedness; (viiv) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Securities 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 Company; Company or any of its Subsidiaries, (viiivi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased Shares; Securities as described in this Agreement and (ixvii) the Company has no does not have any stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreement; and (x) the Company does not have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company's business and which does not or would not reasonably be expected to have a Material Adverse Effect. The Company has furnished to Buyer 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 (the "Certificate of Incorporation"), and the Company's Amended and Restated 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 (ai) 150,000,000 10,000,000 shares of Common Stock, $0.001 par value, of which 4,379,425 7,965,854 are issued and outstanding and 388,708 shares are reserved for issuance pursuant to securities (bother than the Common Shares and the Warrants) 10,000,000 exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 147,500 shares of Series AA preferred stock, $0.10 par value, 57,411 of which (i) 12,300 of which are designated series A Convertible Preferred Stock, of which 0 are issued and outstanding, (ii) 12,300 of which are designated series B Convertible Preferred Stock, of which 0 are issued and outstanding, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 are issued and outstanding. No 33,087 shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 5,784 2,798,927 shares of the Company's ’s issued and outstanding Common Stock on the date hereof are as of the date hereof 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 ’s issued and outstanding Common Stock are "“affiliates" ” without conceding that any such Persons are "“affiliates" ” for purposes of federal securities laws) of the CompanyCompany or any of its Subsidiaries. Except as set forth on Section 2.17 of the Company Disclosure Schedule or pursuant to the Transaction Documents: (i) to To the Company's Knowledge’s knowledge, except as disclosed in the SEC Documents, no Person owns 10% or more of the Company's ’s issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible securitiesEquivalents, 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% stockholder for purposes of federal securities laws); . Except as disclosed in Schedule 3(r): (iii) none of the Company's ’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; (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 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; (iviii) 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; (viv) there are no financing statements securing obligations in any amounts material amounts, either individually or in the aggregate, filed in connection with the Company with respect to or any outstanding Indebtednessof 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 their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (viivi) 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; (viiivii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased SharesSecurities; (ixviii) neither the Company nor any Subsidiary has no any stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreement; and (xix) neither the Company does not nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are 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 does 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 to Buyer the Buyers true, correct and complete copies of the Company's Amended and Restated Certificate ’s Articles of Incorporation, as amended and as in effect on the date hereof (the "Certificate “Articles of Incorporation"”), and the Company's Amended and Restated 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 theretothereto that have not been disclosed in the SEC Documents.

Equity Capitalization. As of the date hereof, hereof the authorized capital stock of the Company consists solely of (ai) 150,000,000 shares of Common Stock, $0.001 par value, of which 4,379,425 are issued and outstanding and (b) 10,000,000 shares of preferred stock, $0.10 par value, of which (iA) 12,300 of which 149,900,000 shares are designated series A Convertible Preferred Common Stock, of which 0 are issued and outstanding, (ii) 12,300 of which are designated series B Convertible Preferred Stock, of which 0 51,847,731 shares are issued and outstanding, and (iiiB) 40,617 of which 100,000 are designated series C Convertible Preferred Series B Common Stock, of which 35,981 49,998 shares are issued and outstanding. No , and (ii) 20,000,000 shares of Common Stock preferred stock, of which none are held in treasuryissued and outstanding. All of such outstanding shares are duly authorized and have been been, or upon issuance will be, validly issued and are fully paid and non-assessable. 5,784 As of the date hereof, 437,112 shares of the Company's ’s issued and outstanding Common Stock on the date hereof are owned by Persons who are "affiliates" “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 ’s issued and outstanding Common Stock are "affiliates" “Affiliates” without conceding that any such Persons are "affiliates" “Affiliates” for purposes of federal securities laws) of the Company. Except as set forth on Section 2.17 of the Company Disclosure Schedule or pursuant to the Transaction Documents: (i) to the Company's Knowledge, no Person owns 10% or more of the Company's issued and outstanding shares of Common Stock (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% stockholder for purposes of federal securities laws); (ii) the Company's capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; (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 capital stock of the Company, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue any capital stock of the Company; (iv) there are no outstanding debt securities, 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; (v) there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to any outstanding Indebtedness; (vi) there are no agreements or arrangements under which the Company is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vii) 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; (viii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased Shares; (ix) the Company has no stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement; and (x) the Company does not have any liabilities or obligations required to be disclosed in the its Subsidiaries. The SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company's business and which does not or would not reasonably be expected to have a Material Adverse Effect. The Company has furnished to Buyer contain true, correct and complete copies of the Company's Amended and Restated ’s Certificate of Incorporation, as amended and as in effect on the date hereof (the "“Certificate of Incorporation"”), and the Company's Amended and Restated 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. Based on the number of outstanding shares of Common Stock as set forth in this Section 3(l) and assuming the accuracy of the Buyer’s representation in Section 2(d), upon execution of this Agreement, the Buyer will beneficially own (within the meaning of Section 13(d) of the 1934 Act and the rules and regulations thereunder) no more than 9.9% of the Common Stock.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (ai) 150,000,000 600,000,000 shares of Common Stock, $0.001 par value, of which 4,379,425 67,704,046 are issued and outstanding and 23,391,845 are reserved for issuance pursuant to Convertible Securities (bas defined below) 10,000,000 (other than the Preferred Stock) (150,025,000 are reserved for issuance upon conversion of Series A Preferred Stock and 71,516,534 are reserved for issuance upon conversion of Series B Preferred Stock), and (ii) 73,800,250 shares of preferred stock, $0.10 par valueof which, of which (i) 12,300 of which 1,500,250 are designated series as Series A Convertible Preferred Stock, 72,300,000 are designated as Series B Preferred Stock and 0 are designated as Series C Preferred Stock, of which 1,500,250, 71,516,534 and 0 are issued and outstanding, (ii) 12,300 of which are designated series B Convertible Preferred Stock, of which 0 are issued and outstanding, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 are issued and outstandingrespectively. No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been been, or upon issuance will be, validly issued and are fully paid and non-assessable. 5,784 shares of the Company's issued and outstanding Common Stock Except as provided 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 lawsSection 3(p) of the Company. Except as set forth on Section 2.17 of the Company Disclosure Schedule or pursuant to the Transaction Documents: Schedule, (i) to the Company's Knowledge’s knowledge, no Person owns 10% or more of the Company's ’s issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible securitiesConvertible 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 or in the Amended and Restated Articles of Incorporation without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws); (ii) the Company's ’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; (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 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 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); (iv) 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; (v) there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to or any outstanding Indebtednessof its subsidiaries; (vi) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the 1933 Securities Act (except pursuant to the Registration Rights Agreementas provided in Section 5(h) hereof); (vii) 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; (viii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased SharesSecurities; and (ix) neither the Company nor any of its subsidiaries has no stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreement; and (x) the Company does not have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company's business and which does not or would not reasonably be expected to have a Material Adverse Effect. The Company has furnished provided to Buyer a true, correct and complete copies copy of the Company's Amended and Restated Certificate of Incorporation, as amended and ’s charter as in effect on the date hereof (the "Certificate of Incorporation"), and the Company's Amended and Restated 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 and the material rights of the holders thereof in respect theretothereof.

Equity Capitalization. As of the date hereofSeptember 12, 2014, the authorized capital stock of the Company consists solely of (a) 150,000,000 300,000,000 shares of Common Stock, $0.001 par value, of which 4,379,425 60,258,063 are issued and outstanding and (b) 10,000,000 10,324,413 shares are reserved for issuance for various purposes, including for securities exercisable or exchangeable for, or convertible into, shares of preferred stock, $0.10 par value, of which (i) 12,300 of which are designated series A Convertible Preferred Common Stock, of which 0 are issued and outstanding, (ii) 12,300 of which are designated series B Convertible Preferred Stock, of which 0 are issued and outstanding, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 are issued and outstanding. No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been been, or upon issuance will be, validly issued and are fully paid and non-assessable. 5,784 12,558,819 shares of the Company's ’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 ’s issued and outstanding Common Stock are "“affiliates" ” without conceding that any such Persons are "“affiliates" ” for purposes of federal securities laws) of the CompanyCompany or any of its Subsidiaries. Except as set forth disclosed on Section 2.17 of the Company Disclosure Schedule or pursuant to the Transaction Documents: (i) 3(r), to the Company's Knowledge’s knowledge, no Person owns 10% or more of the Company's ’s issued and outstanding shares of Common Stock as of September 12, 2014 (calculated based on the assumption that all convertible securitiesConvertible 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% stockholder for purposes of federal securities laws); . Except as disclosed in the SEC Documents, (iii) none of the Company's ’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; (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 Company, Company or contracts, commitments, understandings or arrangements by which the Company is or any of its Subsidiaries (other than as may become bound be issued from time to issue time under any capital stock of the Companyequity incentive plan maintained); (iviii) 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; (viv) there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to or any outstanding Indebtednessof 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 their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (viivi) 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; (viiivii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased SharesSecurities; (ixviii) neither the Company nor any Subsidiary has no any stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreement; and (xix) neither the Company does not nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are 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 does 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 to Buyer SEC Documents contain true, correct and complete copies of the Company's Amended and Restated Certificate ’s Articles of Incorporation, as amended and as in effect on the date hereof (the "Certificate “Articles of Incorporation"”), and the Company's Amended and Restated 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 Convertible Securities (as defined below) and the material rights of the holders thereof in respect theretothereof.

Equity Capitalization. As of the date hereofFebruary 25, 2016, the authorized capital stock of the Company consists solely of (ai) 150,000,000 750,000,000 shares of Common Stock, $0.001 par valueof which, of which 4,379,425 35,804,808 are issued and outstanding and 249,567,531 shares are reserved for issuance pursuant to Convertible Securities (bas defined below) 10,000,000 (other than the Note) and (ii) 5,000,000 shares of preferred stock, $0.10 par valueof which, of which (i) 12,300 of which are designated series A Convertible Preferred Stock, of which 0 are issued and outstanding, (ii) 12,300 of which are designated series B Convertible Preferred Stock, of which 0 are issued and outstanding, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 8,160 are issued and outstanding. No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been been, or upon issuance will be, validly issued and are fully paid and non-assessable. 5,784 To the Company’s knowledge, 48,900 shares of the Company's ’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 executive officers, directors and holders of at least 10% of the Company's ’s issued and outstanding Common Stock are "“affiliates" ” without conceding that any such Persons are "“affiliates" ” for purposes of federal securities laws) of the CompanyCompany or any of its Subsidiaries. Except as set forth on Section 2.17 of the Company Disclosure Schedule or pursuant to the Transaction Documents: (i) to To the Company's Knowledge’s knowledge, except as disclosed in the Public Reports, no Person owns 10% or more of the Company's ’s issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible securitiesConvertible 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% stockholder for purposes of federal securities laws); . (iii) None of the Company's ’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; (iiiii) except as disclosed in the SEC Reports, 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; (iviii) except as disclosed in the SEC Reports, 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; (viv) except as disclosed in the SEC Reports, there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to or any outstanding Indebtednessof its Subsidiaries; (viv) except as disclosed in the SEC Reports, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (viivi) except as disclosed in the SEC Reports, 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; (viiivii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased SharesSecurities; (ixviii) neither the Company nor any Subsidiary has no any stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreement; and (xix) neither the Company does not nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents Public Filings which are not so disclosed in the SEC DocumentsPublic Filings, other than those incurred in the ordinary course of the Company's business ’s or its Subsidiaries’ respective businesses and which does 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 through the SEC’s XXXXX system) to Buyer the Investor true, correct and complete copies of the Company's Amended and Restated Certificate ’s articles of Incorporationincorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"“Charter”), and the Company's Amended and Restated 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 Convertible Securities and the material rights of the holders thereof in respect thereto. “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.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (ai) 150,000,000 500,000,000 shares of Common Stock, $0.001 par value, of which 4,379,425 111,675,276 shares are issued and outstanding and 20,500,796 shares are reserved for issuance pursuant to securities (bother than the Notes and the Warrants) 10,000,000 exercisable or exchangeable for, or convertible into, Common Stock and (ii) 1,000 shares of preferred stock, $0.10 par valuenone of which, as of which (i) 12,300 of which are designated series A Convertible Preferred Stockthe date hereof, of which 0 are issued and outstanding, (ii) 12,300 of which are designated series B Convertible Preferred Stock, of which 0 are issued and outstanding, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 are issued and outstanding. No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 5,784 11,202,174 shares of the Company's ’s issued and outstanding Common Stock on the date hereof are as of the date hereof 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 ’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. Except as set forth on Section 2.17 Company or any of the Company Disclosure Schedule or pursuant to the Transaction Documents: (i) to Subsidiaries. To the Company's Knowledge’s knowledge, as of the date hereof no Person owns 10% or more of the Company's ’s issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible securitiesEquivalents, 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% stockholder for purposes of federal securities laws); . Except as disclosed in Schedule 3(r): (iii) none of the Company's ’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; (iiiii) 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 of the Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of the Subsidiaries is or may become bound to issue additional capital stock of the Company or any of the 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 the Subsidiaries; (iviii) 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 the Subsidiaries or by which the Company or any of the Subsidiaries is or may become bound; (viv) there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to or any outstanding Indebtednessof the Subsidiaries; (viv) there are no agreements or arrangements under which the Company or any of the Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (viivi) there are no outstanding securities or instruments of the Company or any of the Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of the Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of the Subsidiaries; (viiivii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased SharesSecurities; (ixviii) neither the Company nor any Subsidiary has no any stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreement; and (xix) neither the Company does not nor any of the Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company's business ’s or the Subsidiaries’ respective businesses and which does 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 to Buyer the Buyers true, correct and complete copies of the Company's Amended and Restated ’s Certificate of Incorporation, as amended and as in effect on the date hereof (the "“Certificate of Incorporation"”), and the Company's Amended and Restated 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 theretothereto that have not been disclosed in the SEC Documents.

Equity Capitalization. As of the date hereofJanuary 26, 2016, the authorized capital stock of the Company consists solely of (ai) 150,000,000 shares of 750,000,000 Common Stock, $0.001 par valueShares, of which 4,379,425 which, 25,144,685 are issued and outstanding and no shares are reserved for issuance pursuant to Convertible Securities (bas defined below) 10,000,000 shares of preferred stock, $0.10 par value, of which (i) 12,300 of which are designated series A Convertible Preferred Stock, of which 0 are issued and outstandingother than the Note), (ii) 12,300 of which are designated series 5,000,000 Class B Convertible Preferred Stockcommon shares, of which 0 none are issued and outstanding, and (iii) 40,617 25,000,000 shares of which are designated series C Convertible Preferred Stockpreferred stock, of which 35,981 which, none are issued and outstanding. No shares of Common Stock Shares are held in treasury. All of such outstanding shares are duly authorized and have been been, or upon issuance will be, validly issued and are fully paid and non-assessable. 5,784 To the Company’s knowledge, 7,162,864 shares of the Company's ’s issued and outstanding Common Stock Shares 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 executive officers, directors and holders of at least 10% of the Company's ’s issued and outstanding Common Stock Shares are "“affiliates" ” without conceding that any such Persons are "“affiliates" ” for purposes of federal securities laws) of the CompanyCompany or any of its Subsidiaries. Except as set forth on Section 2.17 of the Company Disclosure Schedule or pursuant to the Transaction Documents: (i) to To the Company's Knowledge’s knowledge, except as disclosed in the Public Reports, no Person owns 10% or more of the Company's ’s issued and outstanding shares of Common Stock Shares (calculated based on the assumption that all convertible securitiesConvertible 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% stockholder shareholder for purposes of federal securities laws); . (iii) Except as disclosed in SEC Reports, none of the Company's ’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; (iiiii) except as disclosed in the SEC Reports, 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; (iviii) except as disclosed in the SEC Reports, 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; (viv) except as disclosed in the SEC Reports, there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to or any outstanding Indebtednessof its Subsidiaries; (viv) except as disclosed in the SEC Reports, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (viivi) except as disclosed in the SEC Reports, 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; (viiivii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased SharesSecurities; (ixviii) neither the Company nor any Subsidiary has no any stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreement; and (xix) neither the Company does not nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents Public Filings which are not so disclosed in the SEC DocumentsPublic Filings, other than those incurred in the ordinary course of the Company's business ’s or its Subsidiaries’ respective businesses and which does 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 through the SEC’s EXXXX system) to Buyer the Investor true, correct and complete copies of the Company's Amended and Restated Certificate ’s articles of Incorporationincorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"“Charter”), and the Company's Amended and Restated 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 Convertible Securities and the material rights of the holders thereof in respect thereto. “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 Shares) or any of its Subsidiaries.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (ai) 150,000,000 1,350,000,000 shares of Common Stock, $0.001 par valueof which, of which 4,379,425 733,524,076 are issued and outstanding and 140,580,546 shares are reserved for issuance pursuant to Convertible Securities (bas defined below) (other than the Preferred Stock and the Warrants) and (ii) 10,000,000 shares of preferred stock, $0.10 par value, of which (i) 12,300 of which there are designated series A Convertible Preferred Stock, of which 0 are no issued and outstanding, (ii) 12,300 of which are designated series B Convertible Preferred Stock, of which 0 are issued and outstanding, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 are issued and outstandingoutstanding shares. No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been been, or upon issuance will be, validly issued and are fully paid and non-assessable. 5,784 190,081,558 shares of the Company's ’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 ’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. Except as set forth on Section 2.17 3(r) of the Company Disclosure Schedule or pursuant to the Transaction DocumentsSchedule: (i) to the Company's Knowledge’s knowledge, no Person owns 10% or more of the Company's ’s issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible securitiesConvertible 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% stockholder for purposes of federal securities laws); (ii) the Company's ’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; (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 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; (iv) there are no outstanding debt securities, Preferred Stock, 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; (v) there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to any outstanding IndebtednessCompany; (vi) there are no agreements or arrangements under which the Company is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vii) 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; (viii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased SharesSecurities; (ix) the Company has no any stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreement; and (x) the Company does not have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company's ’s business and which does not or would could not reasonably be expected to have a Material Adverse Effect. The Company has furnished to the Buyer true, correct and complete copies of the Company's Amended and Restated ’s Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate “Articles of Incorporation"”), and the Company's Amended and Restated 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 solely of (ai) 150,000,000 300,000,000 shares of Common Stock, $0.001 par valueof which, of which 4,379,425 155,415,594 are issued and outstanding and 111,257,122 shares are reserved for issuance pursuant to securities (bother than the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 10,000,000 shares of preferred stock, $0.10 par value, of which (i) 12,300 of which are designated series A Convertible Preferred Stock, of which 0 are issued and outstanding, (ii) 12,300 of which are designated series B Convertible Preferred Stock, of which 0 are issued and outstanding, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 926,942 are issued and outstanding. No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 5,784 5,011,637 shares of the Company's ’s issued and outstanding Common Stock on the date hereof are as of the date hereof 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 ’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 Restricted Subsidiaries. To the Company. Except ’s knowledge, as set forth on Section 2.17 of the Company Disclosure Schedule or pursuant to the Transaction Documents: (i) to the Company's Knowledgedate hereof, no Person owns 10% or more of the Company's ’s issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible securitiesConvertible Securities (as defined below), 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% stockholder for purposes of federal securities laws); . Except as disclosed in Schedule 3(r): (iii) none of the Company's ’s or any Restricted Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Restricted Subsidiary; (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 Restricted Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Restricted Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Restricted 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 Restricted Subsidiaries; (iviii) 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 Restricted Subsidiaries or by which the Company or any of its Restricted Subsidiaries is or may become bound; (viv) there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to or any outstanding Indebtednessof its Restricted Subsidiaries; (viv) there are no agreements or arrangements under which the Company or any of its Restricted Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (viivi) there are no outstanding securities or instruments of the Company or any of its Restricted 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 Restricted Subsidiaries is or may become bound to redeem a security of the CompanyCompany or any of its Restricted Subsidiaries; (viiivii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased SharesSecurities; (ixviii) neither the Company nor any Restricted Subsidiary has no any stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreement; and (xix) neither the Company does not nor any of its Restricted Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company's business ’s or its Restricted Subsidiaries’ respective businesses and which does 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 to Buyer the Buyers true, correct and complete copies of the Company's Amended and Restated ’s Certificate of Incorporation, as amended and as in effect on the date hereof (the "“Certificate of Incorporation"”), and the Company's Amended and Restated 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 theretothereto that have not been disclosed in the SEC Documents.

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (ai) 150,000,000 100,000,000 shares of Common Stock, $0.001 par valueof which, of which 4,379,425 43,930,257 are issued and outstanding and 1,793,310 shares are reserved for issuance pursuant to securities (bother than the Common Shares and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 10,000,000 shares of preferred stock, $0.10 par value, none of which (i) 12,300 of which are designated series A Convertible Preferred Stock, of which 0 are issued and outstanding, (ii) 12,300 of which are designated series B Convertible Preferred Stock, of which 0 are issued and outstanding, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 are issued and outstanding. No 56,069,743 shares of Common Stock are held in treasuryauthorized but unissued shares. All of such outstanding shares are duly authorized and have been been, or upon issuance will be, validly issued and are fully paid and non-assessable. 5,784 13,617,654 shares of the Company's ’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 ’s issued and outstanding Common Stock are "“affiliates" ” without conceding that any such Persons are "“affiliates" ” for purposes of federal securities laws) of the CompanyCompany or any of its Subsidiaries. Except as set forth on Section 2.17 With the exception of Excelvantage Group Limited, which owns approximately 27.3% of the Company Disclosure Schedule or pursuant to the Transaction Documents: (i) Company’s issued and outstanding shares of Common Stock, to the Company's Knowledge’s knowledge, no Person owns 10% or more of the Company's ’s issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible securitiesConvertible Securities (as defined below), 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% stockholder for purposes of federal securities laws); . Except as disclosed in the SEC Documents: (iii) none of the Company's ’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; (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 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; (iviii) 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; (viv) there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to or any outstanding Indebtednessof 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 their securities under the 1933 Act (except pursuant to the Registration Rights this Agreement); (viivi) 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; (viiivii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased SharesSecurities; (ixviii) neither the Company nor any Subsidiary has no any stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreement; and (xix) neither the Company does not nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are 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 does 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 to Buyer the Buyers true, correct and complete copies of the Company's Amended and Restated ’s Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate “Articles of Incorporation"”), and the Company's Amended and Restated 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 solely of (ai) 150,000,000 100,000,000 shares of Common Stock, $0.001 par valueof which, of which 4,379,425 41,054,124 are issued and outstanding and 14,460,509 shares are reserved for issuance pursuant to securities (bother than the Note) 10,000,000 exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 25,000,000 shares of preferred stock, $0.10 par value, of which (i) 12,300 of which are designated series A Convertible Preferred Stock, of which 0 are issued and outstanding, (ii) 12,300 of which are designated series B Convertible Preferred Stock, of which 0 are issued and outstanding, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 none are issued and outstanding. No 526,784 shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 5,784 28,437,367 shares of the Company's ’s issued and outstanding Common Stock on the date hereof are as of the date hereof 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 ’s issued and outstanding Common Stock are "“affiliates" ” without conceding that any such Persons are "“affiliates" ” for purposes of federal securities laws) of the CompanyCompany or any of its Subsidiaries. Except as set forth on Section 2.17 of the Company Disclosure disclosed in Schedule or pursuant to the Transaction Documents: (i) 3(r), to the Company's Knowledge’s knowledge, no Person owns 10% or more of the Company's ’s issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible securitiesConvertible Securities (as defined below), 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% stockholder shareholder for purposes of federal securities laws); . (iii) None of the Company's ’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; (iiiii) 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 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; (iviii) 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; (viv) except as disclosed in Schedule 3(r)(iv) there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to or any outstanding Indebtednessof its Subsidiaries; (viv) 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 their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (viivi) except as disclosed in Schedule 3(r)(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; (viiivii) 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 Purchased SharesSecurities; (ixviii) neither the Company nor any Subsidiary has no any stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreement; and (xix) neither the Company does not nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are 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 does 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 to Buyer Lender true, correct and complete copies of the Company's Amended and Restated Certificate ’s Articles of Incorporation, as amended and as in effect on the date hereof (the "Certificate “Articles of Incorporation"”), and the Company's Amended and Restated 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 solely of (ai) 150,000,000 shares of Common Stock, $0.001 par value, of which 4,379,425 as of the date hereof, 64,599,066 are issued and outstanding and no shares are reserved for issuance pursuant to securities (bother than the Preferred Shares and the Warrants, an aggregate of 12,000,000 shares reserved for issuance upon conversion of, or issuance of dividends in respect of outstanding shares of the Series B-1 Stock and exercise of warrants issued to Xxxxxx) exercisable or exchangeable for, or convertible into, shares of Common Stock, although there are 12,237,150 options to purchase shares of Common Stock and (ii) 10,000,000 shares of preferred stock, par value $0.10 par value0.01 per share, 5,144,597 of which (i) 12,300 which, as of which are designated series A Convertible Preferred Stockthe date hereof, of which 0 are issued and outstanding, (ii) 12,300 of which are designated series B Convertible Preferred Stock, of which 0 are issued and outstanding, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 are issued and outstanding. No The authorized shares of Common Stock preferred stock are held in treasuryclassified as follows: 29,233 are designated as Series A Preferred Stock, none of which, as of the date hereof, are issued and outstanding; 5,000,000 shares are designated as Series A-1 Preferred Stock, 4,855,389 of which, as of the date hereof, are issued and outstanding; 12,704 are designated as Series B Preferred Stock, noneof which, as of the date hereof, are issued and outstanding; 15,000 are designated as Series B-1 Convertible Preferred Stock, 10,000 of which, as of the date hereof, are issued and outstanding; 350,000 are designated as Series C Preferred Stock, 279,208 of which, as of the date hereof, are issued and outstanding; 105,000 are designated as Series J Preferred Stock, none of which, as of the date hereof, are issued and outstanding; and 3,000,000 shares are designated as Series K Preferred Stock, none of which, as of the date hereof, are issued and outstanding. All of such outstanding shares are duly authorized and have been been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 5,784 shares Except as disclosed in Schedule 3(r): (i) none 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. Except as set forth on Section 2.17 of the Company Disclosure Schedule or pursuant to the Transaction Documents: (i) to the Company's Knowledge, no Person owns 10% or more of the Company's issued and outstanding shares of Common Stock (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 share capital is a 10% stockholder for purposes of federal securities laws); (ii) the Company's capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; (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 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 any additional share capital stock of the CompanyCompany 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 of the Company or any of its Subsidiaries; (iviii) 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; (viv) there are no financing statements securing obligations in any amounts material amounts, either singly or in the aggregate, filed in connection with the Company with respect to or any outstanding Indebtednessof 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 their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (viivi) 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; (viiivii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased SharesSecurities; (ixviii) the Company has no does not have any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement; and (xix) the Company does not and its Subsidiaries have any no liabilities or obligations required to be disclosed in the SEC Documents which are 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 does which, individually or in the aggregate, do not or would not reasonably be expected to have a Material Adverse Effect. The Company has furnished to the Buyer 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 (the "Certificate of Incorporation"), and the Company's Amended and Restated 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 Immediately prior to the date hereofInitial Closing, the authorized capital stock of the Company consists solely of (ax) 150,000,000 1,500,000,000 shares of Common Stock, $0.001 par value97,375,008 shares of which, as of which 4,379,425 the date hereof, are issued and outstanding, 743,049,694 shares of which are reserved for issuance pursuant to the Company’s employee incentive plans and other options and warrants outstanding (which amount includes all shares issuable upon exercise of any options and/or warrants granted or issued by the Company on or prior to the date hereof), and approximately 7,917,460 shares of which are reserved for issuance pursuant to the Company’s outstanding convertible promissory notes (which amount includes all shares issuable upon exercise of any convertible promissory notes issued by the Company on or prior to the date hereof); provided, further, that such amount includes shares issuable upon conversion of interest on such convertible notes accrued through February 28, 2013), and (by) 10,000,000 1,000,000 shares of preferred stock, par value $0.10 par value.0001 per share, (1) 508,000 of which (i) 12,300 have been designated Series A Preferred Stock and 85,835 of which are designated series A Convertible Preferred Stock, of which 0 are issued and outstanding, (ii2) 12,300 10,000 of which have been designated Series C Preferred Stock and all of which are designated series B Convertible Preferred Stockissued and outstanding, (3) 12,000 of which 0 have been designated Series E Preferred Stock and 11,831 of which are issued and outstanding, (4) 1,400 of which have been designated Series E-1 Preferred Stock and 1,334 of which are issued and outstanding, and (iii5) 40,617 20,000 of which are have been designated series C Convertible Series E-2 Preferred Stock, Stock and 17,000 of which 35,981 are issued and outstanding. No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been been, or upon issuance will be, validly issued and are fully paid and non-assessablenonassessable. 5,784 The rights, privileges and preferences of each of the series of preferred stock are as set forth in the Company’s Certificate of Incorporation and as provided by the Delaware General Corporation Law. Immediately prior to the Initial Closing, the outstanding shares of the Company's issued and outstanding Common Stock on the date hereof ’s capital stock are owned by Persons who are "affiliates" (as defined in Rule 405 held of the 1933 Act and calculated based on the assumption that only officersrecord and, 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. Except as set forth on Section 2.17 of the Company Disclosure Schedule or pursuant to the Transaction Documents: (i) to the Company's Knowledge, no Person owns 10% or more of the Company's issued and outstanding shares of Common Stock (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% stockholder for purposes of federal securities laws); (ii) the Company's capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; (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 capital stock knowledge of the Company, or contracts, commitments, understandings or arrangements beneficially by which the Company is or may become bound to issue any capital stock of Persons and in the Company; (iv) there are no outstanding debt securities, 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; (v) there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to any outstanding Indebtedness; (vi) there are no agreements or arrangements under which the Company is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreementset forth on Schedule 2(o); (viiprovided, that Schedule 2(o) 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; (viii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased Shares; (ix) the Company has no stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement; and (x) the Company does not have any liabilities identify all record or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other beneficial owners of less than those incurred in the ordinary course of the Company's business and which does not or would not reasonably be expected to have 5% calculated on a Material Adverse Effect. The Company has furnished to Buyer 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 (the "Certificate of Incorporation"), and the Company's Amended and Restated 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.fully diluted

Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (ai) 150,000,000 50,000,000 shares of Common Stock, $0.001 par valueof which, of which 4,379,425 33,425,101 are issued and outstanding and no shares are reserved for issuance pursuant to securities (bother than the Preferred Shares and the Warrants) 10,000,000 exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 5,000,000 shares of preferred stock, $0.10 par value, of which (i) 12,300 of which are designated series A Convertible Preferred Stock, of which 0 are issued and outstanding, (ii) 12,300 of which are designated series B Convertible Preferred Stock, of which 0 are issued and outstanding, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 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 been, or upon issuance will be, validly issued and are fully paid and non-assessable. 5,784 16,916,360 shares of the Company's ’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 ’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. To the Company. Except ’s knowledge and except as set forth on Section 2.17 of in the Company Disclosure Schedule or pursuant to the Transaction SEC Documents: (i) to the Company's Knowledge, no Person owns 10% or more of the Company's ’s issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible securitiesConvertible Securities (as defined below), 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% stockholder for purposes of federal securities laws); . (iii) Except as set forth in the SEC Documents or on Schedule 3(r)(i), none of the Company's ’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; (iiiii) except as set forth 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; (iviii) except as set forth in the SEC Documents or on Schedule 3(r)(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; (viv) except as set forth in the SEC Documents, there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to or any outstanding Indebtednessof its Subsidiaries; (viv) except as set forth in the SEC Documents, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights this Agreement); (viivi) except as set forth in the SEC Documents, 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; (viiivii) except as set forth on Schedule 3(r), there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased SharesSecurities; (ixviii) neither the Company nor any Subsidiary has no any stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreement; and (xix) neither the Company does not nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are 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 does 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 to Buyer the Buyers true, correct and complete copies of the Company's Amended and Restated Certificate ’s Articles of Incorporation, as amended and as in effect on the date hereof (the "Certificate “Articles of Incorporation"”), and the Company's Amended and Restated 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 hereofApril 21, 2016, the authorized capital stock of the Company consists solely of (ai) 150,000,000 600,000,000 shares of Common StockStock of which, approximately 18,198,816 are issued and outstanding and 46,000,000 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 and (ii) 10,000,000 shares of preferred stock, $0.001 par value, of which 4,379,425 are issued and outstanding and (b) 10,000,000 shares of preferred stock, $0.10 par value, of which (i) 12,300 of which are designated series A Convertible Preferred Stock, of which 0 are issued and outstanding, (ii) 12,300 of which are designated series B Convertible Preferred Stock, of which 0 are issued and outstanding, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 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 been, or upon issuance will be, validly issued and are fully paid and non-assessable. 5,784 Approximately 9,500,000 shares of the Company's ’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 ’s issued and outstanding Common Stock are "“affiliates" ” without conceding that any such Persons are "“affiliates" ” for purposes of federal securities laws) of the CompanyCompany or any of its Subsidiaries. Except Other than as set forth on Section 2.17 of the Company Disclosure Schedule or pursuant to the Transaction Documents: (i) to disclosed in the Company's Knowledge’s public filings, no Person currently owns 10% or more of the Company's ’s issued and outstanding shares of Common Stock (calculated Stock, but may be deemed to be an owner of 10% or more based on the assumption that all convertible securitiesConvertible Securities (as defined below), 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% stockholder for purposes of federal securities laws); . (iii) None of the Company's ’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; (iiiii) except as set forth in the SEC Documents or on 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 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; (iviii) except as set forth in the SEC Documents or on 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; (viv) except as set forth on Schedule 3(r)(iv), there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to or any outstanding Indebtednessof its Subsidiaries; (viv) except as set forth on 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 their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (viivi) except as set forth on Schedule 3(r)(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; (viiivii) except as set forth on 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 Purchased SharesSecurities; (ixviii) except as set forth on Schedule 3(r)(viii), neither the Company nor any Subsidiary has no any stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreement; and (xix) neither the Company does not nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are 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 does 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 has made available to Buyer the Buyers true, correct and complete copies of the Company's Amended and Restated ’s Certificate of Incorporation, as amended and as in effect on the date hereof (the "“Certificate of Incorporation"”), and the Company's Amended and Restated 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 hereofJuly 7, 2017, the authorized capital stock of the Company consists solely of (ai) 150,000,000 475,000,000 shares of Common Stock, $0.001 par valuecommon stock, of which 4,379,425 which, 2,913,370 are issued and outstanding and (bii) 10,000,000 25,000,000 shares of preferred stock, $0.10 par valueof which, of which (i) 12,300 of which are designated series A Convertible 879,833 Series C Cumulative Redeemable Perpetual Preferred Stock, of which 0 are issued and outstanding, (ii) 12,300 of which are designated series B Convertible Preferred Stock, of which 0 are issued and outstanding, and (iii) 40,617 of which are designated series C Convertible Preferred Stock, of which 35,981 Shares are issued and outstanding. No shares of Common Stock Shares are held in treasury. All of such outstanding shares are duly authorized and have been been, or upon issuance will be, validly issued and are fully paid and non-assessable. 5,784 To the Company’s knowledge, approximately 84,519 shares of the Company's ’s issued and outstanding Common Stock Shares 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 executive officers, directors and holders of at least 10% of the Company's ’s issued and outstanding Common Stock Shares are "“affiliates" ” without conceding that any such Persons are "“affiliates" ” for purposes of federal securities laws) of the Company or any of its Subsidiaries. To the Company. Except as set forth on Section 2.17 ’s knowledge, except for entities affiliated with the officers and directors of the Company Disclosure Schedule or pursuant to as disclosed in the Transaction SEC Documents: (i) to the Company's Knowledge, no Person owns 10% or more of the Company's ’s issued and outstanding shares of Common Stock Shares (calculated based on the assumption that all convertible securitiesConvertible 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% stockholder shareholder for purposes of federal securities laws); . (iii) Except as disclosed in SEC Documents, none of the Company's ’s or any Subsidiary’s capital stock is not subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the CompanyCompany or any Subsidiary; (iiiii) 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 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; (iviii) 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 of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (viv) except as disclosed in the SEC Documents, there are no financing statements securing obligations in any amounts filed in connection with the Company with respect to or any outstanding Indebtednessof its Subsidiaries; (viv) except as disclosed in the SEC Documents, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)Act; (viivi) except as disclosed in the SEC Documents, 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; (viiivii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchased SharesSecurities; (ixviii) neither the Company nor any Subsidiary has no any stock appreciation rights or "“phantom stock" ” plans or agreements or any similar plan or agreement; and (xix) neither the Company does not nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are 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 does 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 through the Commission’s EXXXX system) to Buyer the Holder true, correct and complete copies of the Company's Amended and Restated Certificate ’s articles of Incorporationincorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"“Charter”), and the Company's Amended and Restated 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 Convertible Securities and the material rights of the holders thereof in respect thereto. “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 Shares) or any of its Subsidiaries.