Capitalization; Governing Documents Clause Samples

Capitalization; Governing Documents. As of November 16, 2022, the authorized capital stock of the Company consists of: 35,000,000,000 authorized shares of Common Stock, of which 18,977,886,254 shares were issued and outstanding, and total authorized and preferred shares of the Company are the same as disclosed in the Company’s annual report filed with OTC Markets on April 21, 2022. All of such outstanding shares of capital stock of the Company and the Conversion Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the SEC Documents of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of April 1, 2024, the authorized capital stock of the Company consists of: 500,000,000 authorized shares of Common Stock, of which 22,388,976 shares were issued and outstanding, and 10,000,000 authorized shares of preferred stock, of which 0 shares of preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, the Exercise Shares, and Commitment Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the SEC Documents of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, except as reflected in the SEC Documents or as set forth in Schedule 3(c) hereto, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act, except as reflected in the SEC Documents, and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Second Amended and Restated Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s Amended and Restated Bylaws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of December 31, 2022, the authorized capital stock of the Company consists of the securities described in the SEC Documents. All of such outstanding shares of capital stock of the Company and the Conversion Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the SEC Documents of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities.

Capitalization; Governing Documents. As of August 5, 2021, the authorized capital stock of the Company consists of: 2,000,000,000 authorized shares of Common Stock, of which 90,396,596 shares were issued and outstanding, and 5,000,000 authorized shares of preferred stock (of which 1,250,000 have been designated as 9% cumulative convertible preferred stock, 37,500 as Series B convertible preferred stock, 205,000 as Series A junior participating preferred stock, 1,700 as Series G convertible preferred stock), and 3,000 shares of Series H, Voting, Non-participating, Convertible Preferred Stock, of which 37,500 (consisting of 37,500 shares of Series B convertible preferred stock) were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, and Warrant Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the SEC Documents of the Company and other than contracts with consultants J▇▇▇▇ ▇▇▇▇, J▇▇▇▇▇▇ ▇▇▇▇▇▇, Roc C▇▇▇▇, M▇▇▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ Rome, each of which contracts includes payment in stock or other equity-linked securities, vesting over time (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Material Subsidiaries, or arrangements by which the Company or any of its Material Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Material Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Material Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer tr...

Capitalization; Governing Documents. The authorized capital stock of the Company consists of (i) 100,000,000 shares of common stock, par value $0.001 per share (“Company Common Stock”), of which 7,475,000 shares are issued and outstanding and (ii) 10,000,000 shares of $.001 par value preferred stock, as to which prior to giving effect to the transactions that are the subject matter of this Agreement, none are outstanding. Except as set forth on Schedule 3(c), the Company has no outstanding options, rights or commitments to issue shares of Company Common Stock, nor any of its preferred or any other class of equity, and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Company Common Stock, or any of its preferred stock or any other class of its equity. There is no voting trust, agreement or arrangement among any of the beneficial holders of Company Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Company Common Stock. The offer, issuance and sale of such shares of Company Common Stock were (a) exempt from the registration and prospectus delivery requirements of the Securities Act, (b) registered or qualified (or were exempt from registration or qualification) under the registration or qualification requirements of U.S. and all applicable state securities laws and (c) accomplished in conformity with all other applicable securities laws. None of such shares of Company Common Stock are subject to a right of withdrawal or a right of rescission under any federal or state securities or “Blue Sky” law.

Capitalization; Governing Documents. (i) As of September 11 ,2025, the authorized capital stock of the Company consists of: 100,000,000 authorized shares of Common Stock, of which 2,168,310 shares were issued and outstanding, 15,000,000 authorized shares of Class B common stock, of which 370,822 shares were issued and outstanding, and 22,500,000 authorized shares of preferred stock, of which 5,875 shares of Series A Convertible Preferred Stock, 36,770 shares of Series AA Preferred Stock and 0 shares of Preferred Stock were issued and outstanding.

Capitalization; Governing Documents. All outstanding shares of capital stock of the Company as well as the Conversion Shares and the Warrant Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. The Company has furnished to the Buyer, by reference to E▇▇▇▇ at w▇▇.▇▇▇.▇▇▇, true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s Bylaws, as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. (i) As of December 16, 2024, the authorized capital stock of the Company consists of: 100,000,000 authorized shares of Common Stock, of which approximately 1,442,512 shares are outstanding, and 10,000,000 authorized shares of preferred stock, of which approximately: (x) 9,000 shares thereof are designated as Series A Convertible Preferred Stock and all of which are issued and outstanding, and (y) 11,000 shares of which are designated as Series B Convertible Preferred Stock. On or around December 16, 2024, the Company initiated the filing of the Designation with the State of Delaware for the designation of 10,000 shares of Series C Convertible Preferred Stock (together with Series A Convertible Preferred Stock and Series B Convertible Preferred Stock, the “Preferred Stock”), and none of which are issued and outstanding as of the date of this Agreement. (ii) Except as set forth in Section 2c(i) above, in the SEC Documents, and warrants to purchase up to 150,000 shares of Common Stock which were issued on December 15, 2024, as of December 16, 2024, (x) there are no other outstanding shares of capital stock of the Company, (y) there are no outstanding subscriptions, options, warrants, calls, convertible securities, rights of first refusal, preemptive rights, or other similar rights, agreements or commitments relating to the issuance or acquisition of capital stock or limited liability company interests to which the Company is a party obligating the Company to (1) issue, transfer or sell any shares of capital stock, limited liability company interests or other equity interests of the Company or securities convertible into or exchangeable for such shares or equity interests, (2) grant, extend or enter into any such subscription, option, warrant, call, convertible securities or other similar right, agreement or arrangement, (3) redeem, repurchase or otherwise acquire any such shares of capital stock, limited liability company or other equity interests, or (4) provide an amount of funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any other person. (iii) All outstanding shares of the Company’s Common Stock and Preferred Stock have been duly authorized and are validly issued, fully paid and non- assessable, and not subject to any preemptive rights.

Capitalization; Governing Documents. All of the Company’s outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable.