Common use of Capitalization; Governing Documents Clause in Contracts

Capitalization; Governing Documents. As of October 13, 2021, the authorized capital stock of the Company consists of: 125,000,000 authorized shares of Common Stock, of which 81,964,441 shares were issued and outstanding, and 1,000,000 authorized shares of preferred stock (consisting of 1,000,000 shares of Series A Preferred Stock), of which 500,000 shares of Series A Preferred Stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, and the Exercise 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 October 13April 29, 20212024, the authorized capital stock of the Company consists of: 125,000,000 500,000,000 authorized shares of Common Stock, of which 81,964,441 23,494,671 shares were issued and outstanding, and 1,000,000 10,000,000 authorized shares of preferred stock (consisting of 1,000,000 shares of Series A Preferred Stock)stock, of which 500,000 0 shares of Series A Preferred Stock preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, and 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 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 By-lawsAmended 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 October 13July 14, 20212022, the authorized capital stock of the Company consists of: 125,000,000 35,000,000,000 authorized shares of Common Stock, of which 81,964,441 18,843,858,479 shares were issued and outstanding, and 1,000,000 total authorized and preferred shares of preferred stock (consisting of 1,000,000 shares of Series A Preferred Stock)the Company are the same as disclosed in the Company’s annual report filed with OTC Markets on April 21, of which 500,000 shares of Series A Preferred Stock were issued and outstanding2022. All of such outstanding shares of capital stock of the Company, Company and the Conversion Shares, and the Exercise 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 October 13September 16, 20212020, the authorized capital stock of the Company consists of: 125,000,000 360,000,000 authorized shares of Common Stock, of which 81,964,441 26,194,104 shares were issued and outstanding, and 1,000,000 50,000,000 authorized shares of preferred stock (consisting of 1,000,000 shares of Series A Preferred Stock)stock, of which 500,000 shares of Series A Preferred Stock 10,000,000 were issued and outstanding. All of such outstanding shares of capital stock of the Company, Company and the Conversion Shares, and the Exercise 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 filings 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 October 13April 1, 20212024, the authorized capital stock of the Company consists of: 125,000,000 500,000,000 authorized shares of Common Stock, of which 81,964,441 22,388,976 shares were issued and outstanding, and 1,000,000 10,000,000 authorized shares of preferred stock (consisting of 1,000,000 shares of Series A Preferred Stock)stock, of which 500,000 0 shares of Series A Preferred Stock preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, and 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 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 By-lawsAmended 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 October 13September 30, 20212015, the authorized capital stock of the Company consists of: 125,000,000 50,000,000 authorized shares of Common Stock, of which 81,964,441 10,585,048 shares were issued and outstanding, outstanding and 1,000,000 5,000,000 authorized shares of preferred stock (consisting of 1,000,000 shares of Series A Preferred Stock)stock, par value $0.01 per share, none of which 500,000 shares of Series A Preferred Stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, and the Exercise Shares are, or upon issuance (including the Issuance Shares) 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 filings 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 October 13May 9, 20212022, the authorized capital stock of the Company consists of: 125,000,000 1,000,000,000 authorized shares of Common Stock, of which 81,964,441 37,361,606 shares were issued and outstanding, and 1,000,000 20,000,000 authorized shares of preferred stock (consisting of 1,000,000 shares of Series A Preferred Stock)stock, of which 0 were issued and outstanding and 500,000 authorized shares of convertible Series A Preferred Stock B preferred stock, of which 0 were issued and outstanding. All of such outstanding shares of capital stock of the Company, Company and the Conversion Underlying Shares, and the Exercise 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 reports, schedules, forms, statements and other documents filed by the Company with the SEC Documents (all of the Company foregoing filed prior to the date hereof are referred to as the “SEC Documents”), (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 October 13May 18, 20212022, the authorized capital stock of the Company consists of: 125,000,000 1,000,000,000 authorized shares of Common Stock, of which 81,964,441 37,421,606 shares were issued and outstanding, and 1,000,000 20,000,000 authorized shares of preferred stock (consisting of 1,000,000 shares of Series A Preferred Stock)stock, of which 0 were issued and outstanding and 500,000 authorized shares of convertible Series A Preferred Stock B preferred stock, of which 0 were issued and outstanding. All of such outstanding shares of capital stock of the Company, Company and the Conversion Underlying Shares, and the Exercise 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 reports, schedules, forms, statements and other documents filed by the Company with the SEC Documents (all of the Company foregoing filed prior to the date hereof are referred to as the “SEC Documents”), (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 October 13, 2021the date of this Agreement, the authorized capital stock of the Company consists of: 125,000,000 authorized 1,250,000,000 shares of Common Stock, of which 81,964,441 155,464,808 shares were are issued and outstanding, ; and 1,000,000 authorized 7,000,000 shares of preferred stock (consisting of 1,000,000 shares of Series A Preferred Stock)stock, all of which 500,000 shares of Series A are designated Convertible Preferred Stock were and all of which are issued and outstanding. All of such outstanding shares of capital stock of the Company, Company and the Conversion Shares, and the Exercise 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 Disclosure Documents (defined below) 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 Articles of Incorporation as in effect on the date hereof (“Certificate Articles of Incorporation”), the Company’s By-lawsBylaws, as in effect on the date hereof (the “By-lawsBylaws”), 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 October 1327, 2021, the authorized capital stock of the Company consists of: 125,000,000 5,000,000,000 authorized shares of Common Stock, of which 81,964,441 322,574,504 shares were issued and outstanding, and 1,000,000 200,000,000 authorized shares of preferred stock (consisting of which 3,500,000 shares of Series A preferred stock and 1,000,000 shares of Series A Preferred StockB preferred stock are designated), of which 500,000 (i) 788,270 shares of Series A Preferred Stock were preferred stock was issued and outstanding and (ii) 1,000,000 shares of Series B preferred stock was issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, and the Exercise 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 October 13April 12, 20212022, the authorized capital stock of the Company consists of: 125,000,000 500,000,000 authorized shares of Common Stock, of which 81,964,441 370,947,042 shares were issued and outstanding, and 1,000,000 200,000,000 authorized shares of preferred stock (consisting stock, of 1,000,000 which 700,000 shares of Series A Preferred Stock), of which 500,000 shares of Series A Preferred Stock preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, and the Exercise 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, (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 's Certificate of Incorporation as in effect on the date hereof (“"Certificate of Incorporation”"), the Company’s '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 October 13April 29, 20212024, the authorized capital stock of the Company consists of: 125,000,000 500,000,000 authorized shares of Common Stock, of which 81,964,441 [22,388,976] shares were issued and outstanding, and 1,000,000 10,000,000 authorized shares of preferred stock (consisting of 1,000,000 shares of Series A Preferred Stock)stock, of which 500,000 0 shares of Series A Preferred Stock preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, and 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 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 By-lawsAmended 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 October 1310, 20212023, the authorized capital stock of the Company consists of: 125,000,000 5,000,000,000 authorized shares of Common Stock, of which 81,964,441 3,711,714,036 shares were issued and outstanding, and 1,000,000 10,000,000 authorized shares of preferred stock (consisting of 1,000,000 which 51 shares of Series A Preferred Stock), of which 500,000 shares of Series A Preferred Stock preferred stock were issued and outstanding). All of such outstanding shares of capital stock of the Company, the Conversion Shares, and the Exercise 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 October 13May 16, 20212024, the authorized capital stock of the Company consists of: 125,000,000 150,000,000 authorized shares of Common Stock, of which 81,964,441 15,381,653 shares were issued and outstanding, and 1,000,000 15,000,000 authorized shares of preferred stock (consisting of 1,000,000 shares of Series A Preferred Stock)stock, of which 500,000 0 shares of Series A Preferred Stock preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, the Exercise Shares, and the Exercise 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 or as listed on Schedule 3(c): (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-lawsBylaws, as in effect on the date hereof (the “By-lawsBylaws”), 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 October 13September 30, 20212015, the authorized capital stock of the Company consists of: 125,000,000 300,000,000 authorized shares of Common Stock, of which 81,964,441 51,175,254 shares were issued and outstanding, and 1,000,000 40,000,000 authorized shares of preferred stock (consisting of 1,000,000 shares of Series A Preferred Stock)preferred stock, 17,999,995 of which 500,000 were issued and outstanding and 4,000,000 authorized shares of Series A Preferred Stock B preferred stock, 1,435,598 of which were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, and the Exercise 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 filings 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 (or references to the appropriate public filings of the Company containing copies) of the Company’s 's Certificate of Incorporation as in effect on the date hereof (“"Certificate of Incorporation”"), the Company’s '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 October 13June 3, 20212024, the authorized capital stock of the Company consists of: 125,000,000 230,000,000 authorized shares of Common Stock, of which 81,964,441 1,781,484 shares were issued and outstanding, and 1,000,000 0 authorized shares of preferred stock (consisting of 1,000,000 shares of Series A Preferred Stock)stock, of which 500,000 0 shares of Series A Preferred Stock preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, and 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, (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 SEC Documents contain 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 October 13March 31, 2021, the authorized capital stock of the Company consists of: 125,000,000 1,000,000,000 authorized shares of Common Stock, of which 81,964,441 19,422,300 shares were issued and outstanding, and 1,000,000 20,000,000 authorized shares of preferred stock (consisting of 1,000,000 shares of Series A Preferred Stock)stock, of which 500,000 shares of Series A Preferred Stock 0 were issued and outstanding. All of such outstanding shares of capital stock of the Company, Company and the Conversion Shares, and the Exercise 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 filings 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 October 13January 16, 20212025, the authorized capital stock of the Company consists of: 125,000,000 2,000,000,000 authorized shares of Common Stock, of which 81,964,441 45,806,537 shares were issued and outstanding, and 1,000,000 20,000,000 authorized shares of preferred stock (consisting stock, of 1,000,000 which 877,774 shares of Series A Preferred Stock), of which 500,000 shares of Series A Preferred Stock E convertible preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, Shares and the Exercise 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 October 1320, 20212022, the authorized capital stock of the Company consists consisted of: 125,000,000 4,000,000,000 authorized shares of Common Stock, of which 81,964,441 1,061,942,572 shares were issued and outstanding, and 1,000,000 ; 100 authorized shares of preferred stock (consisting of 1,000,000 shares of Series A Preferred Stock), of which 500,000 3 shares were issued and outstanding; and 100,000,000 shares of Series A B Preferred Stock Stock, of which 36,667 shares were issued and outstanding. All of such outstanding shares of capital stock of the Company, Company and the Conversion Shares, and the Exercise 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 disclosed on Schedule 3(c), (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 SubsidiariesSubsidiaries other than the warrants included in Schedule 3(c) , (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 October 1318, 20212023, the authorized capital stock of the Company consists of: 125,000,000 200,000,000 authorized shares of Common Stock, of which 81,964,441 28,926,126 shares were issued and outstanding, and 1,000,000 50,000,000 authorized shares of preferred stock (consisting of 1,000,000 shares of Series A Preferred Stock)stock, of which 500,000 0 shares of Series A Preferred Stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, and 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, (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 October 13March 21, 20212023, the authorized capital stock of the Company consists of: 125,000,000 740,000,000 authorized shares of Common Stock, of which 81,964,441 20,079,540 shares were issued and outstanding, and 1,000,000 10,000,000 authorized shares of preferred stock (consisting stock, of 1,000,000 which 1,800 shares of Series A Preferred Stock), of which 500,000 shares of Series A Preferred Stock preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, and the Exercise 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, (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 October 13January 24, 20212024, the authorized capital stock of the Company consists of: 125,000,000 200,000,000 authorized shares of Common Stock, of which 81,964,441 127,907,407 shares were issued and outstanding, and 1,000,000 1,005,000 authorized shares of preferred stock (consisting stock, of 1,000,000 which 1,000 shares of Series A Preferred Stock), of which 500,000 preferred stock and 2,300 shares of Series A Preferred Stock B preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, Company and the Conversion Shares, and the Exercise 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 or made available (which may be through the SEC Documents) 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 October 13April 30, 2021, the authorized capital stock of the Company consists of: 125,000,000 2,000,000,000 authorized shares of Common Stock, of which 81,964,441 89,496,596 shares were issued and outstanding, and 1,000,000 5,000,000 authorized shares of preferred stock (consisting of 1,000,000 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 A H, Voting, Non-participating, Convertible Preferred Stock), of which 500,000 37,500 (consisting of 37,500 shares of Series A Preferred Stock B convertible preferred stock) were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, and the Exercise Shares 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▇▇▇▇, and M▇▇▇▇▇▇ ▇▇▇, 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 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 October 13March 31, 2021, the authorized capital stock of the Company consists of: 125,000,000 2,000,000,000 authorized shares of Common Stock, of which 81,964,441 89,496,596 shares were issued and outstanding, and 1,000,000 5,000,000 authorized shares of preferred stock (consisting of 1,000,000 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 A H, Voting, Non-participating, Convertible Preferred Stock), of which 500,000 37,500 (consisting of 37,500 shares of Series A Preferred Stock B convertible preferred stock) were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, and the Exercise Shares 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 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 October 13, 2021the Initial Closing Date, the authorized capital stock of the Company consists of: 125,000,000 1,809,000,000 authorized shares, of which 1,700,000,000 are the Common Stock, 9,000,000 are Class B common stock, par value $0.0001 per share (the “Class B Stock”) and 100,000,000 are preferred stock, par value $0.0001 per share (the “Preferred Stock”). As of the Initial Closing Date, 121,644,114 shares of Common Stock, of which 81,964,441 shares Stock were issued and outstanding, and 1,000,000 authorized 8,290,921 shares of preferred stock (consisting of 1,000,000 the Class B Stock were issued and outstanding and no shares of Series A Preferred Stock), of which 500,000 shares of Series A Preferred Stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, Company and the Conversion Shares, and the Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of the Company’s capital stock of the Company are subject to preemptive rights or any other similar rights of the Company’s shareholders of the Company or any liens or encumbrances imposed through the Company’s actions or failure to act of the Companyact. As of the effective date of this AgreementInitial Closing Date, other than as publicly announced prior to such date and reflected set forth in the SEC Documents (as defined below) or as have been or may be granted or issued pursuant to the Company’s 2022 Long-Term Incentive Plan, its 2022 Employee Stock Purchase Plan, and that certain Convertible Bond Purchase Agreement dated as of July 27, 2022 by and among the Company Company, Aicel Technologies Inc. and Companion Fund 3 (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 the Company’s capital stock of the Company or any of its Subsidiariesstock, 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, and (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 SecuritiesAct. The Company has furnished or made available to the Buyer true and correct copies of the Company’s Certificate of Incorporation as currently in effect on (the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as currently 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 October 13, 2021the date of this Agreement, the Company’s authorized capital stock consists of the Company consists of: 125,000,000 authorized 250,000,000 shares of Common Stock, of which 81,964,441 shares were issued Stock and outstanding, and 1,000,000 authorized 50,000,000 shares of “blank check” preferred stock. As of the date of this Agreement, there are 15,264,317 shares of common stock (consisting of 1,000,000 and 2,000 shares of Series A Preferred Stock), of which 500,000 shares of Series A Super Voting X Preferred Stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, Company and the Exercise Shares Securities 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 (as defined below) of the Company or as listed on Schedule 3(c) hereto (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 or filed as exhibits to the Company’s SEC Documents true and correct copies of the Company’s Certificate Articles of Incorporation as in effect on the date hereof (“Certificate Articles of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the SEC Documents contain the material 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 October 13April 10, 20212023, the authorized capital stock of the Company consists of: 125,000,000 50,000,000,000 authorized shares of Common Stock, of which 81,964,441 756,612,000 shares were issued and outstanding, and 1,000,000 20,000,000 authorized shares of preferred stock (consisting of 1,000,000 shares of Series A Preferred Stock)stock, of which 500,000 200 shares of Series A Preferred Stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, and the Exercise 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 October 13March 26, 20212024, the authorized capital stock of the Company consists of: 125,000,000 500,000,000 authorized shares of Common Stock, of which 81,964,441 22,138,976 shares were issued and outstanding, and 1,000,000 10,000,000 authorized shares of preferred stock (consisting of 1,000,000 shares of Series A Preferred Stock)stock, of which 500,000 0 shares of Series A Preferred Stock preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, and 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 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 By-lawsAmended 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 October 13March 21, 20212024, the authorized capital stock of the Company consists of: 125,000,000 500,000,000 authorized shares of Common Stock, of which 81,964,441 21,888,976 shares were issued and outstanding, and 1,000,000 10,000,000 authorized shares of preferred stock (consisting of 1,000,000 shares of Series A Preferred Stock)stock, of which 500,000 0 shares of Series A Preferred Stock preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, and 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 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 By-lawsAmended 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 October 1321, 20212020, the authorized capital stock of the Company consists of: 125,000,000 2,000,000,000 authorized shares of Common Stock, of which 81,964,441 645,938,541 shares were issued and outstanding, and 1,000,000 5,000,000 authorized shares of preferred stock stock, of which 146,678 were issued and outstanding (consisting of 1,000,000 10,000 shares of Series A Preferred Stock)preferred stock, of which 500,000 18,025 shares of Series A Preferred Stock were issued B preferred stock, 14,425 shares of Series C preferred stock, 90,000 shares of Series D preferred stock, 10,000 shares of Series E preferred stock, 1,631 shares of Series F preferred stock, and outstanding2,597 shares of Series G preferred stock). All of such outstanding shares of capital stock of the Company, Company and the Conversion Shares, and the Exercise 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 filings 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 October 13March 4, 2021, the authorized capital stock of the Company consists of: 125,000,000 5,000,000,000 authorized shares of Common Stock, of which 81,964,441 2,578,348,175 shares were issued and outstanding, and 1,000,000 10,000,000 authorized shares of preferred stock stock, of which 51 were issued and outstanding (consisting of 1,000,000 51 shares of Series A Preferred Stockpreferred stock), of which 500,000 shares of Series A Preferred Stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, Company and the Exercise Shares 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 October 13May 10, 20212019, the authorized capital stock of the Company consists of: 125,000,000 1,000,000,000 authorized shares of Common Stockordinary shares, of which 81,964,441 90,386,931 shares were issued and outstanding, and 1,000,000 0 authorized shares of preferred stock (consisting of 1,000,000 shares of Series A Preferred Stock)stock, of which 500,000 shares of Series A Preferred Stock 0 were issued and outstanding. All of such outstanding shares of capital stock of the Company, Company and the Conversion Shares, and the Exercise 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 filings of the Company or as entered into by the Company subsequent to the Company’s SEC filings (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-lawsArticles of Association, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock ordinary shares of the Company and the material rights of the holders thereof in respect thereto.

Capitalization; Governing Documents. As of October 13September 26, 20212017, the authorized capital stock of the Company consists of: 125,000,000 650,000,000 authorized shares of Common Stock, of which 81,964,441 6,553,643 shares were issued and outstanding, and 1,000,000 10,000,000,000 authorized shares of preferred stock (consisting of 1,000,000 shares of Series A Preferred Stock)stock, of which 500,000 shares of Series A Preferred Stock 10,000,000 were issued and outstanding. All of such outstanding shares of capital stock of the Company, Company and the Conversion Shares, and the Exercise 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 filings 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 October 13February 28, 20212023, the authorized capital stock of the Company consists of: 125,000,000 200,000,000 authorized shares of Common Stock, of which 81,964,441 104,199,619 shares were issued and outstanding, and 1,000,000 1,005,000 authorized shares of preferred stock (consisting stock, of 1,000,000 which 1,000 shares of Series A Preferred Stock), of which 500,000 preferred stock and 2,300 shares of Series A Preferred Stock B preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, Company and the Conversion Shares, and the Exercise 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 or made available (which may be through the SEC Documents) 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 October 13, 2021the date of this Agreement, the Company’s authorized capital stock consists of the Company consists of: 125,000,000 authorized 250,000,000 shares of Common Stock, of which 81,964,441 shares were issued Stock and outstanding, and 1,000,000 authorized 50,000,000 shares of “blank check” preferred stock. As of the date of this Agreement, there are 18,762,813 shares of common stock (consisting of 1,000,000 and 2,000 shares of Series A Preferred Stock), of which 500,000 shares of Series A Super Voting X Preferred Stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, Company and the Exercise Shares Securities 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 (as defined below) of the Company or as listed on Schedule 3(c) hereto (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 or filed as exhibits to the Company’s SEC Documents true and correct copies of the Company’s Certificate Articles of Incorporation as in effect on the date hereof (“Certificate Articles of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the SEC Documents contain the material 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 October 13February 26, 20212024, the authorized capital stock of the Company consists of: 125,000,000 100,000,000 authorized shares of Common Stock, of which 81,964,441 10,068,589 shares were issued and outstanding, and 1,000,000 40,000,000 authorized shares of preferred stock (consisting stock, of 1,000,000 which 4,376,709 shares of Series A Preferred Stock), of which 500,000 shares of Series A Preferred Stock preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, and the Exercise 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, (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 October 13May 16, 20212024, the authorized capital stock of the Company consists of: 125,000,000 150,000,000 authorized shares of Common Stock, of which 81,964,441 15,381,653 shares were issued and outstanding, and 1,000,000 15,000,000 authorized shares of preferred stock (consisting of 1,000,000 shares of Series A Preferred Stock)stock, of which 500,000 0 shares of Series A Preferred Stock preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, the Exercise Shares, and the Exercise 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 or as listed on Schedule 3(c): (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-lawsBylaws, as in effect on the date hereof (the “By-lawsBylaws”), 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 October 13June 29, 2021, the authorized capital stock of the Company consists of: 125,000,000 2,000,000,000 authorized shares of Common Stock, of which 81,964,441 90,396,596 shares were issued and outstanding, and 1,000,000 5,000,000 authorized shares of preferred stock (consisting of 1,000,000 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 A H, Voting, Non-participating, Convertible Preferred Stock), of which 500,000 37,500 (consisting of 37,500 shares of Series A Preferred Stock B convertible preferred stock) were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, and the Exercise Shares 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 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 October 13August 25, 20212025, the authorized capital stock of the Company consists of: 125,000,000 100,000,000 authorized shares of Common Stock, of which 81,964,441 14,276,150 shares were issued and outstanding, and 1,000,000 10,000,000 authorized shares of preferred stock (consisting of 1,000,000 shares of Series A Preferred Stock)stock, of which 500,000 0 shares of Series A Preferred Stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, and 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, (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 October 13February 19, 2021, the authorized capital stock of the Company consists of: 125,000,000 36,000,000 authorized shares of Common Stock, of which 81,964,441 approximately 1,328,110 shares were issued and outstanding, and 1,000,000 authorized shares of preferred stock (consisting of 1,000,000 shares of Series A Preferred Stock)stock, of which 500,000 shares of Series A Preferred Stock 0 were issued and outstanding. All of such outstanding shares of capital stock of the Company, Company and the Conversion Shares, and the Exercise 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 filings 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 October 13December 9, 20212024, the authorized capital stock of the Company consists of: 125,000,000 10,000,000,000 authorized shares of Common Stock, of which 81,964,441 4,504,844,036 shares were issued and outstanding, and 1,000,000 10,000,000 authorized shares of preferred stock (consisting of 1,000,000 which 51 shares of Series A Preferred Stock), of which 500,000 shares of Series A Preferred Stock preferred stock were issued and outstanding). All of such outstanding shares of capital stock of the Company, the Conversion Shares, and the Exercise 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 October 13December 5, 20212024, the authorized capital stock of the Company consists of: 125,000,000 250,000,000 authorized shares of Common Stock, of which 81,964,441 27,887,950 shares were issued and outstanding, and 1,000,000 40,000,000 authorized shares of preferred stock (consisting stock, of 1,000,000 which 2,678,113 shares of Series A Preferred Stock), of which 500,000 shares of Series A Preferred Stock preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, and the Exercise 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, (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 October 13May 27, 20212024, the authorized capital stock of the Company consists of: 125,000,000 5,000,000,000 authorized shares of Common Stock, of which 81,964,441 3,711,714,036 shares were issued and outstanding, and 1,000,000 10,000,000 authorized shares of preferred stock (consisting of 1,000,000 which 51 shares of Series A Preferred Stock), of which 500,000 shares of Series A Preferred Stock preferred stock were issued and outstanding). All of such outstanding shares of capital stock of the Company, the Conversion Shares, and the Exercise 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 October 13September 27, 2021, the authorized capital stock of the Company consists of: 125,000,000 2,000,000,000 authorized shares of Common Stock, of which 81,964,441 90,396,596 shares were issued and outstanding, and 1,000,000 5,000,000 authorized shares of preferred stock (consisting of 1,000,000 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 A H, Voting, Non-participating, Convertible Preferred Stock), of which 500,000 37,500 (consisting of 37,500 shares of Series A Preferred Stock B convertible preferred stock) were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, and the Exercise Shares 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 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 October 13March 31, 20212016, the authorized capital stock of the Company consists of: 125,000,000 500,000,000 authorized shares of Common Stock, of which 81,964,441 22,670,217 shares were issued and outstanding, outstanding and 1,000,000 10,000,000 authorized shares of preferred stock (consisting of 1,000,000 shares of Series A Preferred Stock)stock, par value $0.001 per share, none of which 500,000 shares of Series A Preferred Stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, and the Exercise 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 March 31, 2016, and exclusive of options outstanding to purchase 5,416,034 shares of common stock of the effective date Company pursuant to the Company’s 2014 Equity Incentive Plan, and warrants outstanding to purchase 11,841,231 shares of this Agreementcommon stock of the Company, other than as publicly announced prior to such date and reflected in the SEC Documents filings 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 Act, other than piggy-back registration rights issued to third parties in conjunction with prior financings, 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 SecuritiesSecurities provided that an event of default does not occur as described in Section 3 of the Note. 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. In addition, there is no agreement or arrangement that has the effect of obligating the Company or any of its Subsidiaries, as a result of the transactions contemplated by this Agreement, the Note, the Warrant, the Intercreditor Agreement or the Transfer Agent Instructions to establish rights or otherwise benefit any person in a manner equal to, or more favorable than, the terms hereof or thereof.

Capitalization; Governing Documents. As of October 13June 18, 20212024, the authorized capital stock of the Company consists of: 125,000,000 150,000,000 authorized shares of Common Stock, of which 81,964,441 16,002,278 shares were issued and outstanding, and 1,000,000 15,000,000 authorized shares of preferred stock (consisting of 1,000,000 shares of Series A Preferred Stock)stock, of which 500,000 0 shares of Series A Preferred Stock preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, the Exercise Shares, and the Exercise 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 or as listed on Schedule 3(c): (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-lawsBylaws, as in effect on the date hereof (the “By-lawsBylaws”), 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 October 13March 2, 20212025, the authorized capital stock of the Company consists of: 125,000,000 10,000,000,000 authorized shares of Common Stock, of which 81,964,441 4,504,844,036 shares were issued and outstanding, and 1,000,000 10,000,000 authorized shares of preferred stock (consisting of 1,000,000 which 51 shares of Series A Preferred Stock), of which 500,000 shares of Series A Preferred Stock preferred stock were issued and outstanding). All of such outstanding shares of capital stock of the Company, the Conversion Shares, and the Exercise 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 October 13August 7, 20212024, the authorized capital stock of the Company consists of: 125,000,000 500,000,000 authorized shares of Common Stock, of which 81,964,441 25,771,132 shares were issued and outstanding, and 1,000,000 10,000,000 authorized shares of preferred stock (consisting of 1,000,000 shares of Series A Preferred Stock)stock, of which 500,000 0 shares of Series A Preferred Stock preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, and 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 Act, except as reflected in the SEC Documents or as set forth in Schedule 3(c) hereto, 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 By-lawsAmended 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 October 13May 5, 20212022, the authorized capital stock of the Company consists of: 125,000,000 100,000,000 authorized shares of Common Stock, of which 81,964,441 28,428,215 shares were issued and outstanding, and 1,000,000 5,000,000 authorized shares of preferred stock (consisting of 1,000,000 shares of Series A Preferred Stock)stock, of which 500,000 0 shares of Series A Preferred Stock preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, Commitment Shares, and the Exercise 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 October 13, 2021the date of this Agreement, the Company’s authorized capital stock consists of the Company consists of: 125,000,000 authorized 250,000,000 shares of Common Stock, of which 81,964,441 shares were issued Stock and outstanding, and 1,000,000 authorized 50,000,000 shares of “blank check” preferred stock. As of the date of this Agreement, there are 15,134,647 shares of common stock (consisting of 1,000,000 and 2,000 shares of Series A Preferred Stock), of which 500,000 shares of Series A Super Voting X Preferred Stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, the Warrant Shares, and the Exercise Commitment Shares are, or upon issuance issuance, will be, 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 (as defined below) of the Company or as listed on Schedule 3(c): (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 or filed as exhibits to the Company’s SEC Documents true and correct copies of the Company’s Certificate Articles of Incorporation Incorporation, as amended, as in effect on the date hereof (“Certificate Articles of Incorporation”), the Company’s By-laws, as amended, as in effect on the date hereof (the “By-laws” and together with the Articles of Incorporation, the “Charter Documents”), and the SEC Documents contain the material 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 October 135, 20212023, the authorized capital stock of the Company consists of: 125,000,000 200,000,000 authorized shares of Common Stock, of which 81,964,441 126,921,301 shares were issued and outstanding, and 1,000,000 1,005,000 authorized shares of preferred stock (consisting stock, of 1,000,000 which 1,000 shares of Series A Preferred Stock), of which 500,000 preferred stock and 2,300 shares of Series A Preferred Stock B preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, Company and the Conversion Shares, and the Exercise 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 or made available (which may be through the SEC Documents) 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 October 13, 2021the date of this Agreement, the authorized capital stock of the Company consists of: 125,000,000 authorized 500,000,000 shares of Common Stockcommon stock, par value $0.001 per share, of which 81,964,441 117,221,600 shares were are issued and outstanding and up to 300,000,000 shares have been authorized for sale pursuant to a Tier 1 Regulation A offering; and 1,500,000 shares of preferred stock, par value $0.001 per share, (1) one (1) share of which has been designated Special 2022 Series A Preferred Stock which is issued and outstanding, and 1,000,000 authorized (2) 75,000 shares of preferred stock (consisting of 1,000,000 shares of which have been designated Series A B Voting Preferred Stock), Stock and 75,000 of which 500,000 shares of Series A Preferred Stock were are issued and outstanding. All of such outstanding shares of capital stock of the Company, Company and the Conversion Shares, and the Exercise 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 Disclosure Documents (defined below) of the Company (ix) 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, (iiy) 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 (iiiz) 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 Articles of Incorporation as in effect on the date hereof (“Certificate Articles of Incorporation”), the Company’s By-laws's Bylaws, as in effect on the date hereof (the “By-lawsBylaws”), 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 October 13December 6, 20212023, the authorized capital stock of the Company consists of: 125,000,000 200,000,000 authorized shares of Common Stock, of which 81,964,441 127,221,301 shares were issued and outstanding, and 1,000,000 1,005,000 authorized shares of preferred stock (consisting stock, of 1,000,000 which 1,000 shares of Series A Preferred Stock), of which 500,000 preferred stock and 2,300 shares of Series A Preferred Stock B preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, Company and the Conversion Shares, and the Exercise 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 or made available (which may be through the SEC Documents) 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 October 13, 2021the date of this Agreement, the Company’s authorized capital stock consists of the Company consists of: 125,000,000 authorized 250,000,000 shares of Common Stock, of which 81,964,441 shares were issued Stock and outstanding, and 1,000,000 authorized 50,000,000 shares of “blank check” preferred stock. As of the date of this Agreement, there are 13,406,480 shares of common stock (consisting of 1,000,000 and 2,000 shares of Series A Preferred Stock), of which 500,000 shares of Series A Super Voting X Preferred Stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, the Warrant Shares, and the Exercise Commitment Shares are, or upon issuance issuance, will be, 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 (as defined below) of the Company or as listed on Schedule 3(c): (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 or filed as exhibits to the Company’s SEC Documents true and correct copies of the Company’s Certificate Articles of Incorporation Incorporation, as amended, as in effect on the date hereof (“Certificate Articles of Incorporation”), the Company’s By-laws, as amended, as in effect on the date hereof (the “By-laws” and together with the Articles of Incorporation, the “Charter Documents”), and the SEC Documents contain the material 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 October 13June 18, 20212024, the authorized capital stock of the Company consists of: 125,000,000 150,000,000 authorized shares of Common Stock, of which 81,964,441 16,002,278 shares were issued and outstanding, and 1,000,000 15,000,000 authorized shares of preferred stock (consisting of 1,000,000 shares of Series A Preferred Stock)stock, of which 500,000 0 shares of Series A Preferred Stock preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, the Exercise Shares, and the Exercise 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 or as listed on Schedule 3(c): (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-lawsBylaws, as in effect on the date hereof (the “By-lawsBylaws”), 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 October 13February 27, 20212025, the authorized capital stock of the Company consists of: 125,000,000 2,000,000,000 authorized shares of Common Stock, of which 81,964,441 46,695,637 shares were issued and outstanding, and 1,000,000 20,000,000 authorized shares of preferred stock (consisting stock, of 1,000,000 which 877,774 shares of Series A Preferred Stock), of which 500,000 shares of Series A Preferred Stock E convertible preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, Shares and the Exercise 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 October 13June 30, 20212023, the authorized capital stock of the Company consists of: 125,000,000 500,000,000 authorized shares of Common Stock, of which 81,964,441 56,180,282 shares were issued and outstanding, and 1,000,000 337,500 authorized shares of preferred stock (consisting stock, of 1,000,000 which 149,892 shares of Series A Preferred Stock), of which 500,000 shares of Series A Preferred Stock preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, Shares and the Exercise 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 October 13November 16, 20212023, the authorized capital stock of the Company consists of: 125,000,000 200,000,000 authorized shares of Common Stock, of which 81,964,441 127,221,301 shares were issued and outstanding, and 1,000,000 1,005,000 authorized shares of preferred stock (consisting stock, of 1,000,000 which 1,000 shares of Series A Preferred Stock), of which 500,000 preferred stock and 2,300 shares of Series A Preferred Stock B preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, Company and the Conversion Shares, and the Exercise 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 or made available (which may be through the SEC Documents) 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 October 1331, 20212022, the authorized capital stock of the Company consists of: 125,000,000 5,000,000,000 authorized shares of Common Stock, of which 81,964,441 3,711,714,036 shares were issued and outstanding, and 1,000,000 10,000,000 authorized shares of preferred stock (consisting of 1,000,000 which 51 shares of Series A Preferred Stock), of which 500,000 shares of Series A Preferred Stock preferred stock were issued and outstanding). All of such outstanding shares of capital stock of the Company, the Conversion Shares, and the Exercise 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 October 13May 31, 20212023, the authorized capital stock of the Company consists of: 125,000,000 200,000,000 authorized shares of Common Stock, of which 81,964,441 121,618,271 shares were issued and outstanding, and 1,000,000 1,005,000 authorized shares of preferred stock (consisting stock, of 1,000,000 which 1,000 shares of Series A Preferred Stock), of which 500,000 preferred stock and 2,300 shares of Series A Preferred Stock B preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, Company and the Conversion Shares, and the Exercise 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 or made available (which may be through the SEC Documents) 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 October 13May 11, 20212022, the authorized capital stock of the Company consists of: 125,000,000 300,000,000 authorized shares of Common Stock, of which 81,964,441 183,913,583 shares were issued and outstanding, and 1,000,000 25,000,000 authorized shares of preferred stock (consisting stock, of 1,000,000 which 139,610 shares of Series A Preferred Stock), of which 500,000 C preferred shares of Series A Preferred Stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, and the Exercise 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 October 13September 3, 20212024, the authorized capital stock of the Company consists of: 125,000,000 10,000,000,000 authorized shares of Common Stock, of which 81,964,441 4,504,844,036 shares were issued and outstanding, and 1,000,000 10,000,000 authorized shares of preferred stock (consisting of 1,000,000 which 51 shares of Series A Preferred Stock), of which 500,000 shares of Series A Preferred Stock preferred stock were issued and outstanding). All of such outstanding shares of capital stock of the Company, the Conversion Shares, and the Exercise 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 October 13January 8, 20212024, the authorized capital stock of the Company consists of: 125,000,000 200,000,000 authorized shares of Common Stock, of which 81,964,441 29,269,049 shares were issued and outstanding, and 1,000,000 50,000,000 authorized shares of preferred stock (consisting of 1,000,000 shares of Series A Preferred Stock)stock, of which 500,000 0 shares of Series A Preferred Stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, and 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, (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 October 13, 2021the date of this Agreement, the Company’s authorized capital stock consists of the Company consists of: 125,000,000 authorized 250,000,000 shares of Common Stock, of which 81,964,441 shares were issued Stock and outstanding, and 1,000,000 authorized 50,000,000 shares of “blank check” preferred stock. As of the date of this Agreement, there are 14,252,716 shares of common stock (consisting of 1,000,000 and 2,000 shares of Series A Preferred Stock), of which 500,000 shares of Series A Super Voting X Preferred Stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion Shares, the Warrant Shares, and the Exercise Commitment Shares are, or upon issuance issuance, will be, 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 (as defined below) of the Company or as listed on Schedule 3(c): (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 or filed as exhibits to the Company’s SEC Documents true and correct copies of the Company’s Certificate Articles of Incorporation Incorporation, as amended, as in effect on the date hereof (“Certificate Articles of Incorporation”), the Company’s By-laws, as amended, as in effect on the date hereof (the “By-laws” and together with the Articles of Incorporation, the “Charter Documents”), and the SEC Documents contain the material 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.