Common use of Capitalization and Subsidiaries Clause in Contracts

Capitalization and Subsidiaries. (a) The authorized Capital Stock of the Company consists of: 300,000,000 shares of Common Stock. As of the close of business on July 10, 2023: (A) 43,420,350 shares of Common Stock were issued and outstanding. As of July 10, 2023, (x) 3,925,943 shares of Common Stock are issuable upon exercise of options granted under the Company’s Amended and Restated 2021 Stock Incentive Plan and 3,274,057 additional shares are reserved for future issuance under such plan; (y) 413,635,535 shares of Common Stock issuable upon exercise of outstanding warrants, subject to rounding, with exercise prices ranging from $0.10 to $5.00 per share, not including a warrant that may be issuable to Walleye Opportunities Master Fund Ltd. as reported in the Company’s Current Report on Form 8-K filed with the SEC on February 7, 2023; and (z) 144,711,770 shares of Common Stock issuable upon conversion of outstanding 10% Secured Convertible Promissory Notes at a weighted average conversion price of $0.10 per share not including additional shares of Common Stock issuable with respect to accrued interest thereunder. Other than as set forth on Schedule 3.4(a), no shares of the Capital Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Articles of Incorporation and Bylaws on file on the SEC’s E▇▇▇▇ website are true and correct copies of the Articles of Incorporation and Bylaws as in effect as of the date hereof. The Company is not in violation of any provision of its Articles of Incorporation or Bylaws. (b) Schedule 3.4(b) lists each direct and indirect subsidiary of the Company (each, a “Subsidiary” and collectively, the “Subsidiaries”) and indicates for each Subsidiary (i) the authorized capital stock or other Equity Interest of such Subsidiary as of the date hereof, (ii) the number and kind of shares or other ownership interests of such Subsidiary that are issued and outstanding as of the date hereof, and (iii) the owner of such shares or other ownership interests. No Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests. (c) Other than as set forth on Schedule 3.4(c), neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the Securities Act. There are no outstanding securities 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 Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. Other than as set forth on Schedule 3.4(c), there are no outstanding securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Note, the Warrants or the Investor Shares to any Investor. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) Other than as set forth on Schedule 3.4(d), the issuance and sale of any of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any other Person and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities. (e) As of the date of this Agreement, the Company has capacity under the rules and regulations of the Trading Market to issue up to 256,579,650 shares of Common Stock (or securities convertible into or exercisable for Common Stock) without obtaining Stockholder Approval.

Capitalization and Subsidiaries. (a) The authorized Capital Stock of the Company consists of: 300,000,000 (i) 170,000,000 shares of Common Stock and (iii) 5,000,000 shares of Preferred Stock, par value $0.001 per share (the “Preferred Stock”). As of the close of business on July 10, 2023date hereof: (A) 43,420,350 20,321,047 shares of Common Stock were issued and outstandingoutstanding (not including shares held in treasury); and (D) no shares of Preferred Stock were issued and outstanding or held by the Company in its treasury. As of July 10, 2023, the date of this Agreement (xi) 3,925,943 547,915 shares of Common Stock stock are issuable upon exercise of options granted under the Company’s Amended BIO-Key International, Inc. 2015 Equity Incentive Plan, as amended, of which 253,197 shares are exercisable and Restated 2021 Stock Incentive Plan and 3,274,057 859,626 additional shares are reserved for future issuance under such plan; thereunder, (yii) 413,635,535 there are no shares of Common Stock stock are issuable upon exercise of options granted under the BIO-Key International, Inc. 2004 Equity Incentive Plan, (iii) 1,095,149 shares of Common stock are issuable upon exercise of options granted outside of the forgoing plans of which 1,091,715 shares are exercisable, and (iv) 2,586,507 shares of Common stock are issuable upon exercise of outstanding warrantswarrants all of which are exercisable. The Closing Shares, subject when issued pursuant to roundingSection 2.1 of this Agreement will be been validly issued, fully paid non-assessable and free from all taxes, liens and charges with exercise prices ranging from $0.10 respect to $5.00 per share, not including a warrant that may be issuable the issuance thereof. The Company has duly reserved up to Walleye Opportunities Master Fund Ltd. as reported in the Company’s Current Report on Form 8-K filed with the SEC on February 7, 2023; and (z) 144,711,770 3,500,000 shares of Common Stock issuable for issuance upon conversion of outstanding 10% Secured Convertible Promissory Notes the Note (which assumes that the Principal Amount (as defined in the Note) is converted to Common Stock at a weighted average conversion price the Conversion Price (as defined in the Note) as of $0.10 per share not including the date hereof) and has duly reserved 1,900,000 additional shares of Common Stock issuable for issuance upon exercise of the Warrant. The Conversion Shares, when issued upon conversion of the Note in accordance with its terms, and the Warrant Shares, if and when issued upon exercise of the Warrant in accordance with its terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to accrued interest thereunderthe issuance thereof. Other than as set forth on Schedule 3.4(a), no No shares of the Company’s Capital Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Articles Company’s Certificate of Incorporation Incorporation, as amended, and Bylaws on file on the SEC’s E▇▇▇▇▇ website are true and correct copies of the Company’s Articles of Incorporation and Bylaws as in effect as of the date hereof. The Company is not in violation of any provision of its Articles Certificate of Incorporation or Bylaws. (b) Schedule 3.4(b) lists each direct and indirect subsidiary of the Company (each, a “Subsidiary” and collectively, the “Subsidiaries”) and indicates for each Subsidiary (i) the authorized capital stock or other Equity Interest of such Subsidiary as of the date hereof, (ii) the number and kind of shares or other ownership interests of such Subsidiary that are issued and outstanding as of the date hereof, and (iii) the owner of such shares or other ownership interests. No Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests. Except as disclosed on Schedule 3.4 (b), each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Other than Except as set forth on Schedule 3.4(c), neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the Securities 1933 Act. There are no outstanding securities 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 Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. Other than as set forth on Schedule 3.4(c), there There are no outstanding securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Note, the Warrants Warrant or the Investor Shares to any InvestorShares. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) Other than as set forth on Schedule 3.4(d), the The issuance and sale of any of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any other Person and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities. (e) As of the date of this Agreement, the Company has capacity under the rules and regulations of the Trading Market to issue up to 256,579,650 shares of Common Stock (or securities convertible into or exercisable for Common Stock) without obtaining Stockholder Approval.

Capitalization and Subsidiaries. (a) The authorized Capital Stock of the Company consists of: 300,000,000 (i) 170,000,000 shares of Common Stock and (iii) 5,000,000 shares of Preferred Stock, par value $0.001 per share (the “Preferred Stock”). As of the close of business on July 10, 2023date hereof: (A) 43,420,350 14,095,923 shares of Common Stock were issued and outstandingoutstanding (not including shares held in treasury); and (D) no shares of Preferred Stock were issued and outstanding or held by the Company in its treasury. As of July 10, 2023, the date of this Agreement (xi) 3,925,943 582,253 shares of Common Stock stock are issuable upon exercise of options granted under the Company’s Amended BIO-Key International, Inc. 2015 Equity Incentive Plan, as amended, of which 77,430 shares are exercisable and Restated 2021 Stock Incentive Plan and 3,274,057 819,837 additional shares are reserved for future issuance under such plan; thereunder, (yii) 413,635,535 33,335 shares of Common Stock stock are issuable upon exercise of options granted under the BIO-Key International, Inc. 2004 Equity Incentive Plan all of which are exercisable and no additional shares are reserved for future issuance thereunder, (iii) 1,168,595 shares of Common stock are issuable upon exercise of options granted outside of the forgoing plans of which 853,581 shares are exercisable, and (iv) 3,780,978 shares of Common stock are issuable upon exercise of outstanding warrantswarrants all of which are exercisable. The Closing Shares, subject when issued pursuant to roundingSection 2.1 of this Agreement will be been validly issued, fully paid non-assessable and free from all taxes, liens and charges with exercise prices ranging from $0.10 respect to $5.00 per share, not including a warrant that may be issuable the issuance thereof. The Company has duly reserved up to Walleye Opportunities Master Fund Ltd. as reported in the Company’s Current Report on Form 8-K filed with the SEC on February 7, 2023; and (z) 144,711,770 2,040,000 shares of Common Stock issuable for issuance upon conversion of outstanding 10% Secured Convertible Promissory Notes the Note (which assumes that the Principal Amount (as defined in the Note) is converted to Common Stock at a weighted average conversion price the Conversion Price (as defined in the Note) as of $0.10 per share not including the date hereof) and has duly reserved 2,000,000 additional shares of Common Stock issuable for issuance upon exercise of the Warrant. The Conversion Shares, when issued upon conversion of the Note in accordance with its terms, and the Warrant Shares, if and when issued upon exercise of the Warrant in accordance with its terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to accrued interest thereunderthe issuance thereof. Other than as set forth on Schedule 3.4(a), no No shares of the Company’s Capital Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Articles Company’s Certificate of Incorporation Incorporation, as amended, and Bylaws on file on the SEC’s E▇▇▇▇▇ website are true and correct copies of the Company’s Articles of Incorporation and Bylaws as in effect as of the date hereof. The Company is not in violation of any provision of its Articles Certificate of Incorporation or Bylaws. (b) Schedule 3.4(b) lists each direct and indirect subsidiary of the Company (each, a “Subsidiary” and collectively, the “Subsidiaries”) and indicates for each Subsidiary (i) the authorized capital stock or other Equity Interest of such Subsidiary as of the date hereof, (ii) the number and kind of shares or other ownership interests of such Subsidiary that are issued and outstanding as of the date hereof, and (iii) the owner of such shares or other ownership interests. No Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests. Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Other than Except as set forth on Schedule 3.4(c), neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the Securities 1933 Act. There are no outstanding securities 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 Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. Other than as set forth on Schedule 3.4(c), there There are no outstanding securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Note, the Warrants Warrant or the Investor Shares to any InvestorShares. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) Other than as set forth on Schedule 3.4(d), the The issuance and sale of any of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any other Person and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities. (e) As of the date of this Agreement, the Company has capacity under the rules and regulations of the Trading Market to issue up to 256,579,650 shares of Common Stock (or securities convertible into or exercisable for Common Stock) without obtaining Stockholder Approval.

Capitalization and Subsidiaries. (a) The authorized Capital Stock of the Company consists of: 300,000,000 shares of Common Stock. As of the close of business on July 10May 30, 2023: (A) 43,420,350 shares of Common Stock were issued and outstanding. As of July 10May 30, 2023, (x) 3,925,943 shares of Common Stock are issuable upon exercise of options granted under the Company’s Amended and Restated 2021 Stock Incentive Plan and 3,274,057 additional shares are reserved for future issuance under such plan; (y) 413,635,535 shares of Common Stock issuable upon exercise of outstanding warrants, subject to rounding, with exercise prices ranging from $0.10 to $5.00 per share, not including a warrant that may be issuable to Walleye Opportunities Master Fund Ltd. as reported in the Company’s Current Report on Form 8-K filed with the SEC on February 7, 2023; and (z) 144,711,770 shares of Common Stock issuable upon conversion of outstanding 10% Secured Convertible Promissory Notes at a weighted average conversion price of $0.10 per share not including additional shares of Common Stock issuable with respect to accrued interest thereunder. Other than as set forth on Schedule 3.4(a), no shares of the Capital Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Articles of Incorporation and Bylaws on file on the SEC’s E▇▇▇▇ website are true and correct copies of the Articles of Incorporation and Bylaws as in effect as of the date hereof. The Company is not in violation of any provision of its Articles of Incorporation or Bylaws. (b) Schedule 3.4(b) lists each direct and indirect subsidiary of the Company (each, a “Subsidiary” and collectively, the “Subsidiaries”) and indicates for each Subsidiary (i) the authorized capital stock or other Equity Interest of such Subsidiary as of the date hereof, (ii) the number and kind of shares or other ownership interests of such Subsidiary that are issued and outstanding as of the date hereof, and (iii) the owner of such shares or other ownership interests. No Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests. (c) Other than as set forth on Schedule 3.4(c), neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the Securities Act. There are no outstanding securities 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 Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. Other than as set forth on Schedule 3.4(c), there are no outstanding securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Note, the Warrants or the Investor Shares to any Investor. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) Other than as set forth on Schedule 3.4(d), the issuance and sale of any of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any other Person and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities. (e) As of the date of this Agreement, the Company has capacity under the rules and regulations of the Trading Market to issue up to 256,579,650 shares of Common Stock (or securities convertible into or exercisable for Common Stock) without obtaining Stockholder Approval.

Capitalization and Subsidiaries. (a) The authorized Capital Stock of the Company consists of: 300,000,000 of Five Hundred Million shares of Class A Common Stock, Twenty-Five Million shares of Class B Common Stock and Twenty-Five Million shares of Preferred Stock. As of the close of business on July 10December 20, 2023: (A) 43,420,350 2021, 84,331,047 shares of Common Stock, no shares of Class B Common Stock and 132,040 shares of Preferred Stock were issued and outstanding. As of July 10December 20, 20232021, (x) 3,925,943 an aggregate of 6,395,919 shares of Common Stock are issuable upon exercise of options granted under the Company’s Amended a stock option plan, of which 938,401 are fully vested and Restated 2021 Stock Incentive Plan and 3,274,057 additional shares are reserved for future issuance under such planexercisable; (y) 413,635,535 shares an aggregate of 3,991,635 Common Stock are issuable upon exercise of outstanding warrants, subject to roundingwarrants granted by the Company, with exercise prices ranging from $0.10 0.88 to $5.00 2,000 per share, not including a warrant that may be issuable to Walleye Opportunities Master Fund Ltd. as reported in the Company’s Current Report on Form 8-K filed with the SEC on February 7, 2023; share and (zZ) 144,711,770 an aggregate of 2,810,000 restricted stock grants are outstanding. The Company has duly reserved up to 11,925,000 shares of Common Stock issuable for issuance upon conversion exercise of outstanding 10% Secured Convertible Promissory Notes at a weighted average conversion price of $0.10 per share not including additional the Warrant A and has duly reserved up to 1,325,000 shares of Common Stock issuable for issuance upon exercise of the Warrant B. The Warrant Shares, if and when issued upon exercise of the Warrants in accordance with their respective terms, will be validly issued, fully paid and non-assessable and free from all Taxes, liens and charges with respect to accrued interest thereunderthe issuance thereof. Other than as set forth on Schedule 3.4(a), no No shares of the Company’s Capital Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Articles Company’s certificate of Incorporation incorporation and Bylaws bylaws, each as amended, on file on the SEC’s E▇▇▇▇ website are true and correct copies of the Articles of Incorporation and Bylaws Company’s constating documents as in effect as of the date hereof. The Company is not in violation of any provision of its Articles certificate of Incorporation incorporation or Bylawsbylaws. (b) Schedule 3.4(b) lists each direct and indirect subsidiary Subsidiary of the Company (each, a “Subsidiary” and collectively, existing on the “Subsidiaries”) date hereof and indicates for each Subsidiary (i) the authorized capital stock or other Equity Interest Interests of such Subsidiary as of the date hereof, (ii) the number and kind of shares or other ownership interests of such Subsidiary that are issued and outstanding as of the date hereof, and (iii) the owner of such shares or other ownership interests. No Other than as set forth on Schedule 3.4(b), no Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests. Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Other than as set forth on Schedule 3.4(c), neither Neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the Securities Act1933 Act other than Esousa Holdings, LLC. There are no outstanding securities 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 Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. Other than as set forth on Schedule 3.4(c), there There are no outstanding securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Note, the Warrants either Warrant or the Investor Shares to any InvestorWarrant Shares. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) Other than as set forth on Schedule 3.4(d), the The issuance and sale of any of the Securities on the Closing Date will not obligate the Company to issue shares of Common Stock or other securities to any other Person and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities. (e) As of the date of this Agreement, the Company has capacity under the rules and regulations of the Trading Principal Market to issue up to 256,579,650 16,866,209 shares of Common Stock (or securities convertible into or exercisable for Common Stock) without obtaining Stockholder Approval.

Capitalization and Subsidiaries. (a) The authorized Capital Stock of the Company consists of: 300,000,000 of 500,000,000 shares of Common Stock and 4,300,000 shares of preferred stock to be designated by the Board of Directors (the “Preferred Stock”). As of the close of business on July 10February 6, 2023: (A) 43,420,350 2025, 85,617,636 shares of Common Stock and 4,676 shares of Preferred Stock were issued and outstanding; and since February 6, 2025, and through the date of this Agreement, the Company has issued zero additional shares of Common Stock and an additional zero shares of Preferred Stock. As of July 10February 6, 20232025, (xi) 3,925,943 an aggregate of 4,295,361 shares of Common Stock are issuable upon exercise of options granted under the Company’s Amended 2019 Equity Incentive Plan, of which 5,715,1015 shares were exercisable as of February 6, 2025 and Restated 2021 Stock Incentive Plan and 3,274,057 additional 2,654,257 shares are reserved for future issuance under such planthereunder; (yii) 413,635,535 an aggregate of 634,792 shares of Common Stock are issuable upon exercise of options granted under the 2024 Equity Incentive Plan, of which 45,826 shares were exercisable as of February 6, 2025 and 10,607,500 shares are reserved for future issuance thereunder; and (ii) 831,433 shares of Common Stock are reserved for issuance upon exercise of outstanding warrants, subject to rounding, warrants with exercise prices ranging from $0.10 1.50 to $5.00 9.20 per share, not including a warrant that may be issuable . The Company has duly reserved up to Walleye Opportunities Master Fund Ltd. as reported in the Company’s Current Report on Form 8-K filed with the SEC on February 7, 2023; and (z) 144,711,770 22,000,000 shares of Common Stock issuable for issuance upon conversion of outstanding 10% Secured Convertible Promissory Notes at a weighted average conversion price of $0.10 per share not including additional the Note and has duly reserved up to 1,000,000 shares of Common Stock issuable for issuance upon exercise of the Warrant. The Conversion Shares, when issued upon conversion of the Note in accordance with its terms, and the Warrant Shares, if and when issued upon exercise of the Warrant in accordance with its terms, and any other Investor Shares, if and when issued in connection wtih the Transaction Documents, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to accrued interest thereunderthe issuance thereof. Other than as set forth on Schedule 3.4(a), no No shares of the Company’s Capital Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Articles of Incorporation and Bylaws Organizational Documents on file on the SEC’s E▇▇▇▇▇ website are true and correct copies of the Articles of Incorporation and Bylaws Organizational Documents, as in effect as of the date hereofClosing Date. The Company is not in violation of any provision of its Articles of Incorporation or BylawsOrganizational Documents. (b) Schedule 3.4(b) lists each direct and indirect subsidiary Subsidiary of the Company (each, a “Subsidiary” and collectively, existing on the “Subsidiaries”) date hereof and indicates for each Subsidiary (i) the authorized capital stock or other Equity Interest Interests of such Subsidiary as of the date hereof, (ii) the number and kind of shares or other ownership interests of such Subsidiary that are issued and outstanding as of the date hereof, and (iii) the owner of such shares or other ownership interests. No Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary. Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation (if a good standing concept exists in such jurisdiction) and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Other than as set forth on Schedule 3.4(c), neither Neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the Securities 1933 Act. There are no outstanding securities 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 Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. Other than as set forth on Schedule 3.4(c), there There are no outstanding securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Note, the Warrants Warrant or the Investor Shares to any InvestorShares. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) Other than as set forth on Schedule 3.4(d), the The issuance and sale of any of the Securities will not obligate the Company to issue shares of Common Stock or other securities securities, or to satisfy any related contractual obligations, to any other Person and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities. (e) As of the date of this Agreement, the Company has capacity under the rules and regulations of the Trading Market to issue up to 256,579,650 17,123,527 shares of Common Stock (or securities convertible into or exercisable for Common Stock) without obtaining Stockholder Approval.

Capitalization and Subsidiaries. (a) The authorized Capital Stock of the Company consists of: 300,000,000 of 200,000,000 shares of Common Stock and 5,000,000 shares of “blank check” preferred stock, par value $0,001 per share of which 30,000 shares have been designated as the Company Series C Convertible Preferred Stock of which and 20,000 shares have been designated as the Company Series D Convertible Preferred Stock. As of the close of business on July 10December 31, 2023: (A) 43,420,350 , 81,346,524 shares of Common Stock were issued and outstanding, 17,858 shares of Series C Convertible Preferred Stock were issued and outstanding and 10,161 shares of Series D Convertible Preferred Stock were issued and outstanding; and since December 31, 2023, and through the date of this Agreement, the Company has issued 348,492 additional shares of Common Stock, no additional shares of its Series C Convertible Preferred Stock and no additional shares of its Series D Convertible Preferred Stock. As of July 10December 31, 2023, (xi) 3,925,943 an aggregate of 28,220,473 shares of Common Stock are issuable upon exercise of options granted under the Company’s Amended Know Labs, Inc. Employee Equity Incentive Plan, of which 6,825,334 shares were exercisable as of December 31, 2023, and Restated 2021 Stock Incentive Plan and 3,274,057 8,238,339 additional shares are reserved for future issuance under such plan; thereunder and (yii) 413,635,535 20,984,961 shares of Common Stock issuable are reserved for issuance upon exercise of outstanding warrants, subject to rounding, warrants with exercise prices ranging from $0.10 0.250 to $5.00 4.08 per share, not including a warrant that may be issuable . The Company has duly reserved up to Walleye Opportunities Master Fund Ltd. as reported in the Company’s Current Report on Form 8-K filed with the SEC on February 7, 2023; and (z) 144,711,770 21,000,000 shares of Common Stock issuable for issuance upon conversion of outstanding 10% Secured Convertible Promissory the Notes at a weighted average conversion price of $0.10 per share not including additional and has duly reserved up to 9,000,000 shares of Common Stock issuable for issuance upon exercise of the Warrant. The Conversion Shares, when issued upon conversion of the Notes in accordance with their terms and the Warrant Shares, if and when issued upon exercise of the Warrant in accordance with their terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to accrued interest thereunderthe issuance thereof. Other than Except as set forth on Schedule 3.4(a), no shares of the Company’s Capital Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Company’s Articles of Incorporation and Bylaws on file on the SEC’s E▇▇▇▇▇ website are true and correct copies of the Company’s Articles of Incorporation and Bylaws as in effect as of the date hereofClosing Date. The Company is not in violation of any provision of its Articles of Incorporation or Bylaws. 8,108,356 shares of the Company’s Common Stock is issuable, collectively, upon the conversion of our Series C Convertible Preferred Stock and Series D Convertible Preferred Stock, and approximately 3,201,534 shares of the Company’s Common Stock, collectively, is reserved to pay accrued dividends on our Series C Convertible Preferred Stock and Series D Convertible Preferred Stock. Further, under the current terms of our Series C Convertible Preferred Stock and Series D Convertible Preferred Stock, and assuming no changes in the ownership thereof, going forward on a quarterly basis the Company will accrete as a preferred dividend the value of approximately 160,000 shares of Common Stock, which are issuable if such dividends become payable as additional shares of preferred stock, and such preferred stock is then converted into common stock. (b) Schedule 3.4(b) lists each direct and indirect subsidiary of the Company (each, a “Subsidiary” and collectively, the “Subsidiaries”) and indicates for each Subsidiary (i) ). The Company owns, directly or indirectly, all of the authorized capital stock or other Equity Interest of such Subsidiary as of the date hereof, (ii) the number and kind of shares or other ownership equity interests of such Subsidiary that are issued and outstanding as of the date hereof, and (iii) the owner of such shares or other ownership interestseach Subsidiary. No Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests. Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation (if a good standing concept exists in such jurisdiction) and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Other than as set forth on Schedule 3.4(c), neither Neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the Securities 1933 Act. There are no outstanding securities 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 Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. Other than as set forth on Schedule 3.4(c), there There are no outstanding securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the NoteNotes, the Warrants or the Investor Shares to any InvestorShares. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) Other than as set forth on Schedule 3.4(d), the The issuance and sale of any of the Securities will not obligate the Company to issue shares of Common Stock or other securities securities, or to satisfy any related contractual obligations, to any other Person and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities. (e) As of the date of this Agreement, the Company has capacity under the rules and regulations of the Trading Market to issue up to 256,579,650 16,330,834 shares of Common Stock (or securities convertible into or exercisable for shares of Common Stock) without obtaining Stockholder Shareholder Approval.

Capitalization and Subsidiaries. (a) The authorized Capital Stock of the Company consists of: 300,000,000 of 250,000,000 shares of Common Stock and 20,000,000 shares of preferred stock (the “Preferred Stock”). As of the close of business on July 10June __, 2023: (A) 43,420,350 2024, 120,801,977 shares of Common Stock, 1,000 shares of Series B Voting Preferred Stock and 1,000 shares of Series C Voting Preferred Stock were issued and outstanding; and since June 25, 2024, and through the date of this Agreement, the Company has issued no additional shares of Common Stock and no additional shares of Preferred Stock. As of July 10June 27, 20232024, (xi) 3,925,943 an aggregate of 640,000 shares of Common Stock are issuable upon exercise of options granted under the Company’s Amended 2018 Equity Incentive Plan, of which 615,000 shares were exercisable as of June 27, 2024, 2,167,150 shares of Common Stock issuable upon vesting of Restricted Stock Units granted under the 2022 Equity Incentive Plan, and Restated 2021 Stock Incentive Plan and 3,274,057 no additional shares are reserved for future issuance under such planthe 2018 Equity Incentive Plan or 2022 Equity Incentive Plan, other than as discussed above; and (yii) 413,635,535 496,429 shares of Common Stock issuable are reserved for issuance upon exercise of outstanding warrants, subject to rounding, warrants with an exercise prices ranging from price of $0.10 to $5.00 8.63 per share, not including a warrant that may be issuable . The Company has duly reserved up to Walleye Opportunities Master Fund Ltd. as reported in the Company’s Current Report on Form 8-K filed with the SEC on February 7, 2023; and (z) 144,711,770 6,857,143 shares of Common Stock issuable for issuance upon conversion of outstanding 10% Secured Convertible Promissory Notes at a weighted average conversion price of $0.10 per share not including additional the Note and has duly reserved up to 750,000 shares of Common Stock issuable for issuance upon exercise of the Warrant. The Conversion Shares, when issued upon conversion of the Note in accordance with its terms, and the Warrant Shares, if and when issued upon exercise of the Warrant in accordance with its terms, and any other Investor Shares, if and when issued in connection with the Transaction Documents, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to accrued interest thereunderthe issuance thereof. Other than as set forth on Schedule 3.4(a), no No shares of the Company’s Capital Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Articles of Incorporation and Bylaws Organizational Documents on file on the SEC’s E▇▇▇▇▇ website are true and correct copies of the Articles of Incorporation and Bylaws Organizational Documents, as in effect as of the date hereofClosing Date. The Company is not in violation of any provision of its Articles of Incorporation or BylawsOrganizational Documents. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. (b) Schedule 3.4(b) lists each direct and indirect subsidiary Subsidiary of the Company (each, a “Subsidiary” and collectively, existing on the “Subsidiaries”) date hereof and indicates for each Subsidiary (i) the authorized capital stock or other Equity Interest Interests of such Subsidiary as of the date hereof, (ii) the number and kind of shares or other ownership interests of such Subsidiary that are issued and outstanding as of the date hereof, and (iii) the owner of such shares or other ownership interests. No Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary as set forth on Schedule 3.4(b). Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation (if a good standing concept exists in such jurisdiction) and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Other than as set forth on Schedule 3.4(c), neither Neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the Securities 1933 Act. There are no outstanding securities 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 Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. Other than as set forth on Schedule 3.4(c), there There are no outstanding securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Note, the Warrants Warrant or the Investor Shares to any Investorexcept as set forth on Schedule 3.4(c). Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) Other than as set forth on Schedule 3.4(d), the The issuance and sale of any of the Securities will not obligate the Company to issue shares of Common Stock or other securities securities, or to satisfy any related contractual obligations, to any other Person and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities. (e) As of the date of this Agreement, the Company has capacity under the rules and regulations of the Trading Market to issue up to 256,579,650 23,872,278 shares of Common Stock (or securities convertible into or exercisable for Common Stock) without obtaining Stockholder Approval.

Capitalization and Subsidiaries. (a) The authorized Capital Stock of the Company consists of: 300,000,000 (i) 200,000,000 shares of Common Stock, (ii) 1,250,000 shares of Series A 8% Senior Convertible Preferred Stock (the “Series A Preferred Stock”) and (iii) 18,750,000 remaining shares of blank check preferred stock to be designated by the Board of Directors (the “Blank Check Preferred Stock”, and together with the Series A Preferred Stock, the “Preferred Stock”)). As of the close of business on July 10December 31, 20232019: (A) 43,420,350 24,873,191 shares of Common Stock were issued and outstanding and (B) 250,000 shares of Series A Preferred Stock were issued and outstanding; and since December 31, 2019, and through the date of this Agreement, the Company has issued 1,878,074 additional shares of Common Stock, cancelled 7,500 shares of Common Stock and issued no additional shares of Preferred Stock. As of July 10December 31, 20232019, (x) 3,925,943 no shares of Common Stock are issuable upon exercise of options granted under the Company’s Amended and Restated 2021 2018 Long-Term Stock Incentive Plan and 3,274,057 2,490,573 additional shares are reserved for future issuance under such plan; (y) 413,635,535 9,097,368 shares of Common Stock issuable upon exercise of outstanding warrants, subject to rounding, with exercise prices ranging from $0.10 0.44 to $5.00 10.35 per share, not including a warrant that may be issuable . The Company shall duly reserve up to Walleye Opportunities Master Fund Ltd. as reported in the Company’s Current Report on Form 8-K filed with the SEC on February 7, 2023; and (z) 144,711,770 8,160,000 shares of Common Stock issuable for issuance upon conversion of outstanding 10% Secured Convertible Promissory Notes at a weighted average conversion price of $0.10 per share not including additional the Note and shall duly reserve 4,553,571 shares of Common Stock issuable for issuance upon exercise of the Warrant. The Conversion Shares, when issued upon conversion of the Note in accordance with its terms, and the Warrant Shares, if and when issued upon exercise of the Warrant in accordance with its terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to accrued interest thereunderthe issuance thereof. Other than as set forth on Schedule 3.4(a3.4(d), no shares of the Company’s Capital Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Articles Certificate of Incorporation and Bylaws on file on the SEC’s E▇▇▇▇ website are true and correct copies of the Articles Certificate of Incorporation and Bylaws as in effect as of the date hereof. The Company is not in violation of any provision of its Articles Certificate of Incorporation or Bylaws. (b) Schedule 3.4(b) lists each direct and indirect subsidiary of the Company (each, a “Subsidiary” and collectively, the “Subsidiaries”) and indicates for each Subsidiary (i) the authorized capital stock or other Equity Interest of such Subsidiary as of the date hereof, (ii) the number and kind of shares or other ownership interests of such Subsidiary that are issued and outstanding as of the date hereof, and (iii) the owner of such shares or other ownership interests. No Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests. Except with respect to Summit Wireless Japan K.K., which the Company intends to dissolve, each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Other than as set forth on Schedule 3.4(c), neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the Securities 1933 Act. There Other than with respect to the Series A Preferred Stock, there are no outstanding securities 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 Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. Other than as set forth on Schedule 3.4(c3.4(d), there are no outstanding securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Note, the Warrants Warrant or the Investor Shares to any InvestorShares. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) Other than as set forth on Schedule 3.4(d), the issuance and sale of any of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any other Person and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities. (e) As of the date of this Agreement, the Company has capacity under the rules and regulations of the Trading Market to issue up to 256,579,650 5,322,009 shares of Common Stock (or securities convertible into or exercisable for Common Stock) without obtaining Stockholder Approval.

Capitalization and Subsidiaries. (a) The authorized Capital Stock of the Company consists of: 300,000,000 shares of an unlimited number of Common StockShares. As of the close of business on July 10September 30, 2023: (A) 43,420,350 shares of 2021, 4,821,191 Common Stock Shares and no Preferred Shares were issued and outstanding. As of July 10September 30, 20232021, (x) 3,925,943 shares an aggregate of 428,568 Common Stock Shares are issuable upon exercise of options granted under the Company’s Amended a stock option plan, of which 226,196 are fully vested and Restated 2021 Stock Incentive Plan exercisable; and 3,274,057 additional shares are reserved for future issuance under such plan; (y) 413,635,535 shares an aggregate of 452,523 Common Stock Shares are issuable upon exercise of agents’ options granted, of which 452,523 Common Shares were exercisable as of September 30, 2021; and (z) an aggregate of 3,465,862 Common Shares are issuable upon exercise of outstanding warrants, subject to roundingwarrants granted by the Company, with exercise prices ranging from $0.10 6.85 to $5.00 70.56 per share. As of September 30, not including a warrant that may 2021, an aggregate of 2,011,089 Common Shares are issuable upon exercise of warrants traded on Nasdaq under the symbol “SYTAW” with an exercise price of $6.85. The Company has duly reserved up to 720,000 Common Shares for issuance upon conversion of the Note (which assumes Conversion Shares (as defined in the Note) are used to pay all principal installments under the Note) and has duly reserved 2,142,857 Common Shares for issuance upon exercise of the Warrant. The Conversion Shares, when issued upon conversion of the Note in accordance with its terms, and the Warrant Shares, if and when issued upon exercise of the Warrant in accordance with its terms, will be issuable validly issued, fully paid and non-assessable and free from all Taxes, liens and charges with respect to Walleye Opportunities Master Fund Ltd. as reported in the issuance thereof. No shares of the Company’s Current Report on Form 8-K filed with the SEC on February 7, 2023; and (z) 144,711,770 shares of Common Stock issuable upon conversion of outstanding 10% Secured Convertible Promissory Notes at a weighted average conversion price of $0.10 per share not including additional shares of Common Stock issuable with respect to accrued interest thereunder. Other than as set forth on Schedule 3.4(a), no shares of the Capital Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Articles Company’s notice of Incorporation articles and Bylaws articles on file on the SEC’s E▇▇▇▇▇ website are true and correct copies of the Articles of Incorporation and Bylaws Company’s constating documents as in effect as of the date hereof. The Company is not in violation of any provision of its Articles notice of Incorporation articles or Bylawsarticles. (b) Schedule 3.4(b) lists each direct and indirect subsidiary Subsidiary of the Company (each, a “Subsidiary” and collectively, existing on the “Subsidiaries”) date hereof and indicates for each Subsidiary (i) the authorized capital stock or other Equity Interest Interests of such Subsidiary as of the date hereof, (ii) the number and kind of shares or other ownership interests of such Subsidiary that are issued and outstanding as of the date hereof, and (iii) the owner of such shares or other ownership interests. No Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests. Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Other than as set forth on Schedule 3.4(c), neither Neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the Securities 1933 Act. There are no outstanding securities 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 Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. Other than as set forth on Schedule 3.4(c), there There are no outstanding securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Note, the Warrants Warrant or the Investor Shares to any InvestorShares. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) Other than as set forth on Schedule 3.4(d), the The issuance and sale of any of the Securities on the Closing Date will not obligate the Company to issue shares of Common Stock Shares or other securities to any other Person and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities. (e) As of the date of this Agreement, the Company has capacity under the rules and regulations of the Trading Market to issue up to 256,579,650 shares of 963,238 Common Stock Shares (or securities convertible into or exercisable for Common StockShares) without obtaining Stockholder Approval.

Capitalization and Subsidiaries. (a) The authorized Capital Stock of the Company consists of: 300,000,000 (i) 75,000,000 shares of Common Stock and (ii) 25,000,000 shares of blank check preferred to be designated by the Board of Directors (the “Blank Check Preferred Stock”). As of the close of business on July 10August 16, 20232021: (A) 43,420,350 36,143,188 shares of Common Stock were issued and outstanding and (B) no shares of Blank Check Preferred Stock were issued and outstanding; and since August 16, 2021, and through the date of this Agreement, the Company has issued 0 additional shares of Common Stock, cancelled 0 shares of Common Stock and issued no additional shares of Preferred Stock. As of July 10June 30, 20232021, (x) 3,925,943 4,120,943 shares of Common Stock are issuable upon exercise of options granted under the Company’s Amended and Restated 2021 Stock Incentive Plan and 3,274,057 512,500 additional shares are reserved for future issuance under such plan; (y) 413,635,535 3,393,651 shares of Common Stock issuable upon exercise of outstanding warrants, subject to rounding, with exercise prices ranging from $0.10 1.375 to $5.00 per share, not including a warrant that may be issuable Class A Warrants for 440,000 shares of common stock and Class B Warrants for 440,000 shares of common stock. The Company shall duly reserve up to Walleye Opportunities Master Fund Ltd. as reported in the Company’s Current Report on Form 8-K filed with the SEC on February 7, 2023; and (z) 144,711,770 9,714,286 shares of Common Stock issuable for issuance upon conversion of outstanding 10% Secured Convertible Promissory the Notes at a weighted average conversion price of $0.10 per share not including additional and shall duly reserve 19,428,572 shares of Common Stock issuable for issuance upon exercise of the Warrants. The Conversion Shares, when issued upon conversion of the Notes in accordance with their terms, and the Warrant Shares, if and when issued upon exercise of the Warrants in accordance with their terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to accrued interest thereunderthe issuance thereof. Other than as set forth on Schedule 3.4(a3.4(d), no shares of the Company’s Capital Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Articles of Incorporation and Bylaws on file on the SEC’s E▇▇▇▇ website are true and correct copies of the Articles of Incorporation and Bylaws as in effect as of the date hereof. The Company is not in violation of any provision of its Articles of Incorporation or Bylaws. (b) Schedule 3.4(b) lists each direct and indirect subsidiary of the Company (each, a “Subsidiary” and collectively, the “Subsidiaries”) and indicates for each Subsidiary (i) the authorized capital stock or other Equity Interest of such Subsidiary as of the date hereof, (ii) the number and kind of shares or other ownership interests of such Subsidiary that are issued and outstanding as of the date hereof, and (iii) the owner of such shares or other ownership interests. No Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests. Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of organization and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Other than as set forth on Schedule 3.4(c), neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the Securities Act. There Other than with respect to the Series A Preferred Stock, there are no outstanding securities 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 Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. Other than as set forth on Schedule 3.4(c3.4(d), there are no outstanding securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Note, the Warrants Warrant or the Investor Shares to any InvestorShares. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) Other than as set forth on Schedule 3.4(d), the issuance and sale of any of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any other Person and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities. (e) As of the date of this Agreement, the Company has capacity under the rules and regulations of the Trading Market to issue up to 256,579,650 38,856,812 shares of Common Stock (or securities convertible into or exercisable for Common Stock) without obtaining Stockholder Approval.

Capitalization and Subsidiaries. (a) The authorized Capital Stock of the Company consists of: 300,000,000 (i) 200,000,000 shares of Common Stock, (ii) 1,250,000 shares of Series A 8% Senior Convertible Preferred Stock (the “Series A Preferred Stock”) and (iii) 18,750,000 remaining shares of blank check preferred stock to be designated by the Board of Directors (the “Blank Check Preferred Stock”, and together with the Series A Preferred Stock, the “Preferred Stock”)). As of the close of business on July 10June 30, 20232022: (A) 43,420,350 16,899,822 shares of Common Stock were issued and outstanding and (B) No shares of Series A Preferred Stock were issued and outstanding; and since June 30, 2022, and through the date of this Agreement, the Company has issued no additional shares of Common Stock, cancelled no shares of Common Stock and issued no additional shares of Preferred Stock. As of July 10June 30, 20232022, (x) 3,925,943 no shares of Common Stock are issuable upon exercise of options granted under the Company’s Amended and Restated 2021 2018 Long-Term Stock Incentive Plan and 3,274,057 474,966 additional shares are reserved for future issuance under such plan; , which plan contains an ‘evergreen’ provision, (y) 413,635,535 there are 421,558 unvested RSUs issued and outstanding under the 2020 Stock Incentive Plan, and (z) there are 4,440,660 shares of Common Stock issuable upon exercise of outstanding warrants, subject to rounding, with exercise prices ranging from $0.10 1.52 to $5.00 125.00 per share, not including a warrant that may be issuable . The Company shall duly reserve up to Walleye Opportunities Master Fund Ltd. as reported in the Company’s Current Report on Form 8-K filed with the SEC on February 7, 2023; and (z) 144,711,770 7,200,000 shares of Common Stock issuable for issuance upon conversion of outstanding 10% Secured Convertible Promissory Notes at a weighted average conversion price of $0.10 per share not including additional the Note and shall duly reserve 3,600,000 shares of Common Stock issuable for issuance upon exercise of the Warrant. The Conversion Shares, when issued upon conversion of the Note in accordance with its terms, and the Warrant Shares, if and when issued upon exercise of the Warrant in accordance with its terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to accrued interest thereunderthe issuance thereof. Other than as set forth on Schedule 3.4(a3.4(d), no shares of the Company’s Capital Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Articles Company’s Certificate of Incorporation Incorporation, as amended, and Bylaws on file on the SEC’s E▇▇▇▇ website are true and correct copies of the Articles Company’s Certificate of Incorporation and Bylaws as in effect as of the date hereof. The Company is not in violation of any provision of its Articles Certificate of Incorporation or Bylaws. (b) Schedule 3.4(b) lists each direct and indirect subsidiary of the Company (each, a “Subsidiary” and collectively, the “Subsidiaries”) and indicates for each Subsidiary (i) the authorized capital stock or other Equity Interest of such Subsidiary as of the date hereof, (ii) the number and kind of shares or other ownership interests of such Subsidiary that are issued and outstanding as of the date hereof, and (iii) the owner of such shares or other ownership interests. No Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests. Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Other than as set forth on Schedule 3.4(c), neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the Securities 1933 Act. There Other than with respect to the Series A Preferred Stock, there are no outstanding securities 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 Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. Other than as set forth on Schedule 3.4(c3.4(d), there are no outstanding securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Note, the Warrants Warrant or the Investor Shares to any InvestorShares. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) Other than as set forth on Schedule 3.4(d), the issuance and sale of any of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any other Person and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities. (e) As of the date of this Agreement, the Company has capacity under the rules and regulations of the Trading Market to issue up to 256,579,650 3,379,963 shares of Common Stock (or securities convertible into or exercisable for Common Stock) without obtaining Stockholder Approval.

Capitalization and Subsidiaries. (a) The authorized Capital Stock of the Company consists of: 300,000,000 of 100,000,000 shares of Common Stock. As of the close of business on July 10December 31, 2023: (A) 43,420,350 2022, 32,857,329 shares of Common Stock were issued and outstanding; and since December 31, 2022, and through the date of this Agreement, the Company has issued 223,411 additional shares of Common Stock. As of July 10December 31, 20232022, (xi) 3,925,943 an aggregate of 2,979,624 shares of Common Stock are issuable upon exercise of options granted under the Company’s Amended and Restated 2021 Stock 2016 Equity Incentive Plan Plan, of which 2,587,104 shares were exercisable as of December 31, 2022, and 3,274,057 392,160 additional shares are reserved for future issuance under such plan; thereunder and (yii) 413,635,535 329,520 shares of Common Stock issuable are reserved for issuance upon exercise of outstanding warrants, subject to rounding, warrants with exercise prices ranging from $0.10 2 to $5.00 3 per share, not including a warrant that may be issuable . The Company has duly reserved up to Walleye Opportunities Master Fund Ltd. as reported in the Company’s Current Report on Form 8-K filed with the SEC on February 7, 2023; and (z) 144,711,770 7,055,567 shares of Common Stock issuable for issuance upon conversion of outstanding 10% Secured Convertible Promissory Notes at a weighted average conversion price of $0.10 per share not including additional the Note and has duly reserved up to 10,583,334 shares of Common Stock issuable for issuance upon exercise of the Warrant. The Conversion Shares, when issued upon conversion of the Note in accordance with their terms, and the Warrant Shares, if and when issued upon exercise of the Warrant in accordance with their terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to accrued interest thereunderthe issuance thereof. Other than as set forth on Schedule 3.4(a), no No shares of the Company’s Capital Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Company’s Articles of Incorporation and Bylaws on file on the SEC’s E▇▇▇▇▇ website are true and correct copies of the Company’s Articles of Incorporation and Bylaws as in effect as of the date hereofClosing Date. The Company is not in violation of any provision of its Articles of Incorporation or Bylaws. (b) Schedule 3.4(b) lists each direct and indirect subsidiary of the Company (each, a “Subsidiary” and collectively, the “Subsidiaries”) and indicates for each Subsidiary (i) ). The Company owns, directly or indirectly, all of the authorized capital stock or other Equity Interest of such Subsidiary as of the date hereof, (ii) the number and kind of shares or other ownership equity interests of such Subsidiary that are issued and outstanding as of the date hereof, and (iii) the owner of such shares or other ownership interestseach Subsidiary. No Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests. Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation (if a good standing concept exists in such jurisdiction) and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Other than as set forth on Schedule 3.4(c), neither Neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the Securities 1933 Act. There are no outstanding securities 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 Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. Other than as set forth on Schedule 3.4(c), there There are no outstanding securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Note, the Warrants Warrant or the Investor Shares to any InvestorShares. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) Other than as set forth on Schedule 3.4(d), the The issuance and sale of any of the Securities will not obligate the Company to issue shares of Common Stock or other securities securities, or to satisfy any related contractual obligations, to any other Person and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities. (e) As of the date of this Agreement, the Company has capacity under the rules and regulations of the Trading Market to issue up to 256,579,650 6,616,148 shares of Common Stock (or securities convertible into or exercisable for shares of Common Stock) without obtaining Stockholder Shareholder Approval.

Capitalization and Subsidiaries. (a) The authorized Capital Stock of the Company consists of: 300,000,000 of 100,000,000 shares of Common Stock. As of the close of business on July 10December 31, 2023: (A) 43,420,350 2022, 26,766,425 shares of Common Stock were issued and outstanding; and since December 31, 2022, and through the date of this Agreement, the Company has issued 20,923,933 additional shares of Common Stock. As of July 10December 31, 20232022, (xi) 3,925,943 an aggregate of 3,786,511 shares of Common Stock are issuable upon exercise of options granted under the Company’s Amended Blue Star Foods Corp. Employee Equity Incentive Plan, of which 3,598,299 shares were exercisable as of December 31, 2022, and Restated 2021 Stock Incentive Plan and 3,274,057 188,211 additional shares are reserved for future issuance under such plan; thereunder and (yii) 413,635,535 2,413,500 shares of Common Stock issuable are reserved for issuance upon exercise of outstanding warrants, subject to rounding, warrants with exercise prices ranging from $0.10 2.00 to $5.00 per share, not including a warrant that may be issuable . The Company has duly reserved up to Walleye Opportunities Master Fund Ltd. as reported in the Company’s Current Report on Form 8-K filed with the SEC on February 7, 2023; and (z) 144,711,770 15,000,000 shares of Common Stock issuable for issuance upon conversion of outstanding 10% Secured Convertible Promissory the Notes at a weighted average conversion price of $0.10 per share not including additional and has duly reserved up to 13,051,044 shares of Common Stock issuable for issuance upon exercise of the Warrant. The Conversion Shares, when issued upon conversion of the Notes in accordance with their terms, and the Warrant Shares, if and when issued upon exercise of the Warrant in accordance with their terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to accrued interest thereunderthe issuance thereof. Other than as set forth on Schedule 3.4(a), no No shares of the Company’s Capital Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Articles Company’s Certificate of Incorporation and Bylaws on file on the SEC’s E▇▇▇▇ website are true and correct copies of the Articles Company’s Certificate of Incorporation and Bylaws as in effect as of the date hereofClosing Date. The Company is not in violation of any provision of its Articles Certificate of Incorporation or Bylaws. (b) Schedule 3.4(b) lists each direct and indirect subsidiary of the Company (each, a “Subsidiary” and collectively, the “Subsidiaries”) and indicates for each Subsidiary (i) ). The Company owns, directly or indirectly, all of the authorized capital stock or other Equity Interest of such Subsidiary as of the date hereof, (ii) the number and kind of shares or other ownership equity interests of such Subsidiary that are issued and outstanding as of the date hereof, and (iii) the owner of such shares or other ownership interestseach Subsidiary. No Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests. Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation (if a good standing concept exists in such jurisdiction) and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Other than as set forth on Schedule 3.4(c), neither Neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the Securities 1933 Act. There are no outstanding securities 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 Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. Other than as set forth on Schedule 3.4(c), there There are no outstanding securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the NoteNotes, the Warrants or the Investor Shares to any InvestorShares. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) Other than as set forth on Schedule 3.4(d), the The issuance and sale of any of the Securities will not obligate the Company to issue shares of Common Stock or other securities securities, or to satisfy any related contractual obligations, to any other Person and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities. (e) As of the date of this Agreement, the Company has capacity under the rules and regulations of the Trading Market to issue up to 256,579,650 9,490,381 shares of Common Stock (or securities convertible into or exercisable for shares of Common Stock) without obtaining Stockholder Shareholder Approval.

Capitalization and Subsidiaries. (a) The authorized Capital Stock of the Company consists of: 300,000,000 of 175,000,000 shares of Common Stock. The Company does not have any shares of preferred stock authorized. [As of the close of business on July 10March 31, 2023: (A) 43,420,350 2025, 100,746,467 shares of Common Stock were issued and outstanding; and since March 31, 2025, and through the date of this Agreement, the Company has issued an additional 2,626,210 shares of Common Stock. As of July 10March 31, 20232025, (xi) 3,925,943 an aggregate of 4,571,548 shares of Common Stock are issuable upon exercise of options granted under the Company’s Amended and Restated 2021 Stock 2011 Equity Incentive Plan and 3,274,057 2015 Stock Incentive Plan, of which 4,571,548 shares were exercisable as of March 31, 2025 and no additional shares are reserved for future issuance under such planthereunder; (yii) 413,635,535 no shares of Common Stock issuable are issuable, and no options are outstanding, under the 2024 Stock Incentive Plan, although an aggregate of up to 7,500,000 shares of Common Stock are authorized for issuance pursuant to any awards granted under the 2024 Stock Incentive Plan; and (iii) 36,281,306 shares of Common Stock are reserved for issuance upon exercise of outstanding warrants, subject to rounding, warrants with exercise prices ranging from $0.10 0.001 to $5.00 4.90 per share, not including a warrant that may be issuable share.]2 The Company has duly reserved up to Walleye Opportunities Master Fund Ltd. as reported in the Company’s Current Report on Form 8-K filed with the SEC on February 7, 2023; and (z) 144,711,770 20,000,000 shares of Common Stock issuable for issuance upon conversion of outstanding 10% Secured Convertible Promissory Notes at a weighted average the Note and exercise of the Warrant. The Conversion Shares, when issued upon conversion price of $0.10 per share not including additional shares the Note in accordance with its terms, and the Warrant Shares, if and when issued upon exercise of Common Stock issuable the Warrant in accordance with its terms, and any other Investor Shares, if and when issued in connection with the Transaction Documents, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to accrued interest thereunderthe issuance thereof. Other than as set forth on Schedule 3.4(a), no No shares of the Company’s Capital Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Articles of Incorporation and Bylaws Organizational Documents on file on the SEC’s E▇▇▇▇▇ website are true and correct copies of the Articles of Incorporation and Bylaws Organizational Documents, as in effect as of the date hereofClosing Date. The Company is not in violation of any provision of its Articles of Incorporation or BylawsOrganizational Documents. (b) Schedule 3.4(b) lists each direct and indirect subsidiary Subsidiary of the Company (each, a “Subsidiary” and collectively, existing on the “Subsidiaries”) date hereof and indicates for each Subsidiary (i) the authorized capital stock or other Equity Interest Interests of such Subsidiary as of the date hereof, (ii) the number and kind of shares or other ownership interests of such Subsidiary that are issued and outstanding as of the date hereof, and (iii) the owner of such shares or other ownership interests. No Except as set forth in Schedule 3.4(b), no Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests. Except as set forth in Schedule 3.4(b), the Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary. Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation (if a good standing concept exists in such jurisdiction) and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Other than Except as set forth on in Schedule 3.4(c), neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the Securities 1933 Act. There are no outstanding securities 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 Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. Other than as set forth on Schedule 3.4(c), there There are no outstanding securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Note, the Warrants Warrant or the Investor Shares to any InvestorShares. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) Other than as set forth on Schedule 3.4(d), the The issuance and sale of any of the Securities will not obligate the Company to issue shares of Common Stock or other securities securities, or to satisfy any related contractual obligations, to any other Person and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities. (e) As of the date of this Agreement, the Company has capacity under the rules and regulations of the Trading Market to issue up to 256,579,650 [•]3 shares of Common Stock (or securities convertible into or exercisable for Common Stock) without obtaining Stockholder Approval.

Capitalization and Subsidiaries. (a) The authorized Capital Stock of the Company consists of: 300,000,000 of 175,000,000 shares of Common Stock. The Company does not have any shares of preferred stock authorized. As of the close of business on July 10March 31, 2023: (A) 43,420,350 2025, 100,746,467 shares of Common Stock were issued and outstanding; and since March 31, 2025, and through the date of this Agreement, the Company has issued an additional 2,626,210 shares of Common Stock. As of July 10March 31, 20232025, (xi) 3,925,943 an aggregate of 4,571,548 shares of Common Stock are issuable upon exercise of options granted under the Company’s Amended and Restated 2021 Stock 2011 Equity Incentive Plan and 3,274,057 2015 Stock Incentive Plan, of which 4,571,548 shares were exercisable as of March 31, 2025 and no additional shares are reserved for future issuance under such planthereunder; (yii) 413,635,535 no shares of Common Stock issuable are issuable, and no options are outstanding, under the 2024 Stock Incentive Plan, although an aggregate of up to 7,500,000 shares of Common Stock are authorized for issuance pursuant to any awards granted under the 2024 Stock Incentive Plan; and (iii) 36,281,306 shares of Common Stock are reserved for issuance upon exercise of outstanding warrants, subject to rounding, warrants with exercise prices ranging from $0.10 0.001 to $5.00 4.90 per share, not including a warrant that may be issuable . The Company has duly reserved up to Walleye Opportunities Master Fund Ltd. as reported in the Company’s Current Report on Form 8-K filed with the SEC on February 7, 2023; and (z) 144,711,770 20,000,000 shares of Common Stock issuable for issuance upon conversion of outstanding 10% Secured Convertible Promissory Notes at a weighted average the Note and exercise of the Warrant. The Conversion Shares, when issued upon conversion price of $0.10 per share not including additional shares the Note in accordance with its terms, and the Warrant Shares, if and when issued upon exercise of Common Stock issuable the Warrant in accordance with its terms, and any other Investor Shares, if and when issued in connection with the Transaction Documents, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to accrued interest thereunderthe issuance thereof. Other than as set forth on Schedule 3.4(a), no No shares of the Company’s Capital Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Articles of Incorporation and Bylaws Organizational Documents on file on the SEC’s E▇▇▇▇▇ website are true and correct copies of the Articles of Incorporation and Bylaws Organizational Documents, as in effect as of the date hereofClosing Date. The Company is not in violation of any provision of its Articles of Incorporation or BylawsOrganizational Documents. (b) Schedule 3.4(b) lists each direct and indirect subsidiary Subsidiary of the Company (each, a “Subsidiary” and collectively, existing on the “Subsidiaries”) date hereof and indicates for each Subsidiary (i) the authorized capital stock or other Equity Interest Interests of such Subsidiary as of the date hereof, (ii) the number and kind of shares or other ownership interests of such Subsidiary that are issued and outstanding as of the date hereof, and (iii) the owner of such shares or other ownership interests. No Except as set forth in Schedule 3.4(b), no Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests. Except as set forth in Schedule 3.4(b), the Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary. Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation (if a good standing concept exists in such jurisdiction) and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Other than Except as set forth on in Schedule 3.4(c), neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the Securities 1933 Act. There are no outstanding securities 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 Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. Other than as set forth on Schedule 3.4(c), there There are no outstanding securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Note, the Warrants Warrant or the Investor Shares to any InvestorShares. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) Other than as set forth on Schedule 3.4(d), the The issuance and sale of any of the Securities will not obligate the Company to issue shares of Common Stock or other securities securities, or to satisfy any related contractual obligations, to any other Person and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities. (e) As of the date of this Agreement, the Company has capacity under the rules and regulations of the Trading Market to issue up to 256,579,650 20,674,535 shares of Common Stock (or securities convertible into or exercisable for Common Stock) without obtaining Stockholder Approval.

Capitalization and Subsidiaries. (a) The authorized Capital Stock of the Company consists of: of 300,000,000 shares of Common Stock and 10,000,000 shares of preferred stock to be designated by the Board of Directors (the “Preferred Stock”). As of the close of business on July 10June 30, 2023: (A) 43,420,350 , 20,292,624 shares of Common Stock and no shares of Preferred Stock were issued and outstanding; and since June 30, 2023, and through the date of this Agreement, the Company has not issued any additional shares of Common Stock or shares of Preferred Stock. As of July 10June 30, 2023, (xi) 3,925,943 an aggregate of 66,840 shares of Common Stock are issuable upon exercise of options (or in the form of warrants) granted under the Company’s Amended 2018 Employee Stock Option Plan and Restated 2018 Officers, Directors, Employees, and Consultants Nonqualified Stock Option Plan, of which 43,951 shares were exercisable as of June 30, 2023; and (ii) 596,718 shares of Common Stock are issuable upon vested of restricted stock units under the 2021 Stock Incentive Plan Plan; and 3,274,057 (iii) 936,000 shares of Common Stock are reserved for issuance upon exercise of outstanding warrants with exercise prices ranging from $4.25 to $4.675 per share. The Company has duly reserved up to 2,000,000 shares of Common Stock for issuance upon conversion of convertible notes issued in March and September 2023. An additional 4,355,376 shares of Common Stock are reserved for future issuance under such plan; (y) 413,635,535 shares the 2023 Stock Incentive Plan. The Conversion Shares, when issued upon conversion of Common Stock issuable the Note in accordance with its terms, and the Warrant Shares, if and when issued upon exercise of outstanding warrantsthe Warrants in accordance with its terms, subject and any other Investor Shares, if and when issued in connection with the Transaction Documents, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to rounding, with exercise prices ranging from $0.10 to $5.00 per share, not including a warrant that may be issuable to Walleye Opportunities Master Fund Ltd. as reported in the issuance thereof. No shares of the Company’s Current Report on Form 8-K filed with the SEC on February 7, 2023; and (z) 144,711,770 shares of Common Stock issuable upon conversion of outstanding 10% Secured Convertible Promissory Notes at a weighted average conversion price of $0.10 per share not including additional shares of Common Stock issuable with respect to accrued interest thereunder. Other than as set forth on Schedule 3.4(a), no shares of the Capital Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Articles of Incorporation and Bylaws Organizational Documents on file on the SEC’s E▇▇▇▇▇ website are true and correct copies of the Articles of Incorporation and Bylaws Organizational Documents, as in effect as of the date hereofApplicable Closing Date. The Company is not in violation of any provision of its Articles of Incorporation or BylawsOrganizational Documents. (b) Schedule 3.4(b) lists each direct and indirect subsidiary Subsidiary of the Company (each, a “Subsidiary” and collectively, existing on the “Subsidiaries”) date hereof and indicates for each Subsidiary (i) the authorized capital stock or other Equity Interest Interests of such Subsidiary as of the date hereof, (ii) the number and kind of shares or other ownership interests of such Subsidiary that are issued and outstanding as of the date hereof, and (iii) the owner of such shares or other ownership interests. No Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary. Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation (if a good standing concept exists in such jurisdiction) and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Other than as set forth on Schedule 3.4(c), neither Neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the Securities 1933 Act. There are no outstanding securities 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 Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. Other than as set forth on Schedule 3.4(c), there There are no outstanding securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Note, the Warrants or the Investor Shares to any InvestorShares. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) Other than as set forth on Schedule 3.4(d), the The issuance and sale of any of the Securities will not obligate the Company to issue shares of Common Stock or other securities securities, or to satisfy any related contractual obligations, to any other Person and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities. (e) As of the date of this Agreement, the Company has capacity under the rules and regulations of the Trading Market to issue up to 256,579,650 twenty percent (20%) of its outstanding shares of Common Stock (or securities convertible into or exercisable for Common Stock) without obtaining Stockholder Approval.