Extract to table

Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement

All references herein to "Closing" or the "Closing Date" shall mean July 18, 2022, the date of the closing of the transactions contemplated by the Purchase Agreement

24 thereof) are true and correct in all material respects as of the date of the Purchase Agreement and as of the Closing Date (July 18, 2022), with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date, except to the extent that any such representation or warranty expressly speaks as of a specific date or period, in which case such representation or warranty shall be true and correct in all material respects as of such specific date or period

Certification Regarding Capitalization The undersigned hereby certifies, on behalf of the Company, that, immediately prior to the Closing, the Company's capitalization on a fully diluted basis consists of an aggregate of Twenty-Three Million Four Hundred Thousand (23,400,000) shares, comprised of the following: Upon consummation of the Series B financing contemplated by the Purchase Agreement and the issuance of Seven Million Five Hundred Thousand (7,500,000) shares of Series B Preferred Stock to the Purchasers, the Company's post-closing capitalization on a fully diluted basis shall consist of an aggregate of Thirty Million Nine Hundred Thousand (30,900,000) shares

Pending such appointment, Seat 5 shall remain vacant and the Board of Directors shall consist of the four (4) members identified above for Seats 1 through 4