Common use of Authorized Capital, No Preemptive Rights, No Liens; Anti-Dilution Clause in Contracts

Authorized Capital, No Preemptive Rights, No Liens; Anti-Dilution. As of the date hereof, the authorized capital of the Company is 100,000,000 shares of Common Stock, par value $0.0001 per share and 50,000,000 shares of Preferred Stock, par value $0.0001 per share. The issued and outstanding capital stock of the Company as of the date of this Agreement is 6,380,200 shares of Common Stock and nil shares of Preferred Stock. All of the shares of Common Stock are duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or similar rights of the stockholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company, or otherwise. As of the date hereof, (i) there are no outstanding options, warrants, convertible securities, scrip, rights to subscribe for, puts, calls, rights of first refusal, tag-along agreements, nor any other 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 arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company, (ii) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the Securities Act of 1933, as amended (the “Securities Act”), and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in the Company’s certificate of incorporation or bylaws or in any agreement providing rights to security holders) that will be triggered by the transactions contemplated by this Agreement. The Company has furnished to the Purchaser true and correct copies of the Company’s certificate of incorporation and bylaws in full force and effect and certified by the Secretary of the Company to such effect as of the Closing Date.

Authorized Capital, No Preemptive Rights, No Liens; Anti-Dilution. As of the date hereof, the authorized capital of the Company is 100,000,000 200,000,000 shares of Common Stock, $0.01 par value $0.0001 per share and 50,000,000 shares of Preferred Stock, par value $0.0001 per sharevalue. The issued and outstanding capital stock of the Company as of the date of this Agreement is 6,380,200 48,691,925 shares of Common Stock and nil shares of Preferred Stock. All of the shares of Common Stock are capital stock are, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or similar rights of the stockholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company, or otherwise. As of the date hereofhereof and at Closing, (i) there are no outstanding options, warrants, convertible securities, scrip, rights to subscribe for, puts, calls, rights of first refusal, tag-along agreements, nor any other 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 arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company, and (ii) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the Securities Act of 1933, as amended (the “Securities Act”), and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in the Company’s certificate 's articles of incorporation or bylaws by-laws or in any agreement providing rights to security holders) that will be triggered by the transactions contemplated by this Agreement. The Company has furnished to the Purchaser true and correct copies of the Company’s certificate 's articles of incorporation and bylaws in full force and effect and certified by the Secretary of the Company to such effect as of the Closing Dateby-laws.

Authorized Capital, No Preemptive Rights, No Liens; Anti-Dilution. As of the date hereof, the authorized capital of the Company is 100,000,000 25,000,000 shares of Common Stock, par value $0.0001 per share and 50,000,000 shares of Preferred Stock, par value $0.0001 0.001 per share. The issued and outstanding capital stock of the Company as of the date of this Agreement is 6,380,200 12,734,770 shares of Common Stock and nil shares of Preferred Stock. All of the shares of Common Stock are duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or similar rights of the stockholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company, or otherwise. As of the date hereof, (i) there are no outstanding options, warrants, convertible securities, scrip, rights to subscribe for, puts, calls, rights of first refusal, tag-along agreements, nor any other 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 arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company, (ii) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the Securities Act of 1933, as amended (the “Securities Act”), and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in the Company’s certificate of incorporation or bylaws or in any agreement providing rights to security holders) that will be triggered by the transactions contemplated by this Agreement. The Company has furnished to the Purchaser true and correct copies of the Company’s certificate of incorporation and bylaws in full force and effect and certified by the Secretary of the Company to such effect as of the Closing Date.

Authorized Capital, No Preemptive Rights, No Liens; Anti-Dilution. As of the date hereof, the authorized and issued capital of the Company Companies is 100,000,000 shares of Common Stock, par value $0.0001 per share set forth on Exhibits A and 50,000,000 shares of Preferred Stock, par value $0.0001 per share. The issued and outstanding capital stock of the Company as of the date of this Agreement is 6,380,200 shares of Common Stock and nil shares of Preferred Stock. B. All of the shares of Common Stock capital stock are duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company Companies are subject to preemptive rights or similar rights of the stockholders of the Company Companies or any liens or encumbrances imposed through the actions or failure to act of the CompanyCompanies, or otherwise. As of the date hereof, hereof (i) there are no outstanding options, warrants, convertible securities, scrip, rights to subscribe for, puts, calls, rights of first refusal, tag-along agreements, nor any other 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 CompanyCompanies, or arrangements by which the Company is Companies are or may become bound to issue additional shares of capital stock of the CompanyCompanies, and (ii) there are no agreements or arrangements under which the either Company is obligated to register the sale of any of its securities under the Securities Act of 1933, as amended (the “Securities Act”), and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company Companies (or in the Company’s certificate of incorporation or bylaws Companies’ organizational documents or in any agreement providing rights to security holders) that will be triggered by the transactions contemplated by this Agreement. The Company has Companies have furnished to the Purchaser true and correct copies of the Company’s certificate of incorporation and bylaws in full force and effect and certified by the Secretary of the Company to such effect as of the Closing DateCompanies’ organizational documents.

Authorized Capital, No Preemptive Rights, No Liens; Anti-Dilution. As of the date hereof, the authorized capital of the Company is 100,000,000 50,000,000 shares of Common Stock, par value $0.0001 per share and 50,000,000 shares of Preferred Stock, par value $0.0001 0.001 per share. The issued and outstanding capital stock of the Company as of the date of this Agreement is 6,380,200 38,837,837 shares of Common Stock and nil shares of Preferred Stock. All of the shares of Common Stock capital stock are duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or similar rights of the stockholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company, or otherwise. As of the date hereof, hereof (i) there are no outstanding options, warrants, convertible securities, scrip, rights to subscribe for, puts, calls, rights of first refusal, tag-along agreements, nor any other 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 arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company, and (ii) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the Securities Act of 1933, as amended (the “Securities Act”), and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in the Company’s certificate articles of incorporation or bylaws or in any agreement providing rights to security holders) that will be triggered by the transactions contemplated by this Agreement. The Company has furnished to the Purchaser true and correct copies of the Company’s certificate Articles of incorporation Incorporation and bylaws in full force and effect and certified by the Secretary of the Company to such effect as of the Closing DateBylaws.

Authorized Capital, No Preemptive Rights, No Liens; Anti-Dilution. As of the date hereof, the authorized capital of the Company is 100,000,000 980,000,000 shares of Common Stock, par value $0.0001 0.001 per share share, and 50,000,000 5,000,000 shares of Preferred Stock, par value $0.0001 0.001 per share. The issued and outstanding capital stock of the Company as of the date of this Agreement is 6,380,200 45,500,000 shares of Common Stock and nil no issued or outstanding shares of Preferred Stock. All of the shares of Common Stock capital stock are duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or similar rights of the stockholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company, or otherwise. As of the date hereof, (i) there are no outstanding options, warrants, convertible securities, scrip, rights to subscribe for, puts, calls, rights of first refusal, tag-along agreements, nor any other 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 arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company, (ii) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the Securities Act of 1933, as amended (the “Securities Act”), and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in the Company’s certificate of incorporation or bylaws or in any agreement providing rights to security holders) that will be triggered by the transactions contemplated by this Agreement. The Company has furnished to the Purchaser true and correct copies of the Company’s certificate of incorporation and bylaws in full force and effect and certified by the Secretary of the Company to such effect as of the Closing Closing(s) Date.

Authorized Capital, No Preemptive Rights, No Liens; Anti-Dilution. As of the date hereof, the authorized capital of the Company is 100,000,000 700,000,000 shares of Common Stock, par value $0.0001 per share share, and 50,000,000 20,000,000 shares of Preferred Stock, par value $0.0001 per share. The issued and outstanding capital stock of the Company as of the date of this Agreement is 6,380,200 6,043,720 shares of Common Stock and nil no issued or outstanding shares of Preferred Stock. All of the shares of Common Stock capital stock are duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or similar rights of the stockholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company, or otherwise. As of the date hereof, (i) there are no outstanding options, warrants, convertible securities, scrip, rights to subscribe for, puts, calls, rights of first refusal, tag-along agreements, nor any other 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 arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company, (ii) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the Securities Act of 1933, as amended (the “Securities Act”), and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in the Company’s certificate of incorporation or bylaws or in any agreement providing rights to security holders) that will be triggered by the transactions contemplated by this Agreement. The Company has furnished to the Purchaser true and correct copies of the Company’s certificate of incorporation and bylaws in full force and effect and certified by the Secretary of the Company to such effect as of the Closing Date.

Authorized Capital, No Preemptive Rights, No Liens; Anti-Dilution. As of the date hereof, the authorized capital of the Company is 100,000,000 150,000,000 shares of Common Stock, Stock $0.001 par value $0.0001 per share and 50,000,000 shares of Preferred Stock, par value $0.0001 per sharevalue. The issued and outstanding capital stock of the Company as of the date of this Agreement is 6,380,200 shares of Common Stock and nil shares of Preferred StockNovember 14, 2006, was 82,233,333 common shares. All of the shares of Common Stock are capital stock are, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or similar rights of the stockholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company, or otherwise. As of the date hereofhereof and at Closing, (i) there are no outstanding options, warrants, convertible securities, scrip, rights to subscribe for, puts, calls, rights of first refusal, tag-along agreements, nor any other 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 arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company, and (ii) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the Securities Act of 1933, as amended (the “Securities Act”), and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in the Company’s certificate articles of incorporation or bylaws by-laws or in any agreement providing rights to security holders) that will be triggered by the transactions contemplated by this Agreement. The Company has furnished to the Purchaser AGI Shareholders true and correct copies of the Company’s certificate articles of incorporation and bylaws in full force and effect and certified by the Secretary of the Company to such effect as of the Closing Dateby-laws.

Authorized Capital, No Preemptive Rights, No Liens; Anti-Dilution. As of the date hereof, the authorized capital of the Company is 100,000,000 2,000,000,000 shares of Common Stock, no par value $0.0001 per share value, and 50,000,000 200,000,000 shares of Preferred Stock, no par value $0.0001 per sharevalue. The issued and outstanding capital stock of the Company as of the date of this Agreement is 6,380,200 15,262,600 shares of Common Stock and nil no shares of Preferred Stock. All of the shares of Common Stock capital stock are duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or similar rights of the stockholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company, or otherwise. As of the date hereof, hereof (i) there are no outstanding options, warrants, convertible securities, scrip, rights to subscribe for, puts, calls, rights of first refusal, tag-along agreements, nor any other 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 arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company, and (ii) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the Securities Act of 1933, as amended (the “Securities Act”), and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in the Company’s certificate of incorporation or bylaws or in any agreement providing rights to security holders) that will be triggered by the transactions contemplated by this Agreement. The Company has furnished to the Purchaser true and correct copies of the Company’s certificate of incorporation and bylaws in full force and effect and certified by the Secretary of the Company to such effect as of the Closing Datebylaws.

Authorized Capital, No Preemptive Rights, No Liens; Anti-Dilution. As of the date hereof, the authorized capital of the Company is 100,000,000 500,000,000 shares of Common Stock, par value $0.0001 0.001 per share share, and 50,000,000 5,000,000 shares of Preferred Stock, par value $0.0001 0.001 per share. The issued and outstanding capital stock of the Company is as of reflected in the date of this Agreement is 6,380,200 shares of Common Stock and nil shares of Preferred StockCompany’s Form 10-K filed with the SEC on December 30, 2011. All of the outstanding shares of Common Stock capital stock are duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or similar rights of the stockholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company, or otherwise. As of the date hereof, hereof (i) there are no outstanding options, warrants, convertible securities, scrip, rights to subscribe for, puts, calls, rights of first refusal, tag-along agreements, nor any other 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 arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company except as has been disclosed in the Company’s filings with the SEC and the Disclosure Schedule, and (ii) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the Securities Act of 1933, 1933 except as amended (has been disclosed in the “Securities Act”)Company’s filings with the SEC and the Disclosure Schedule, and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in the Company’s certificate articles of incorporation or bylaws or in any agreement providing rights to security holders) that will be triggered by the transactions contemplated by this Agreement. The Company has furnished to the Purchaser true and correct copies of the Company’s certificate Articles of incorporation Incorporation and bylaws in full force and effect and certified by the Secretary of the Company to such effect as of the Closing DateBylaws.

Authorized Capital, No Preemptive Rights, No Liens; Anti-Dilution. As of the date hereof, the authorized capital of the Company is 100,000,000 200,000,000 shares of Common Stock, par value $0.0001 per share and 50,000,000 10,000,000 shares of Preferred Stock, par value $0.0001 per sharepreferred stock. The issued and outstanding capital stock of the Company as of the date of this Agreement is 6,380,200 76,825,107 shares of Common Stock and nil shares of Preferred Stock. All of the shares of Common Stock are capital stock are, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or similar rights of the stockholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company, or otherwise. As of the date hereofhereof and at Closing, (i) there are no outstanding options, warrants, convertible securities, scrip, rights to subscribe for, puts, calls, rights of first refusal, tag-along agreements, nor any other 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 arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company, and (ii) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the Securities Act of 1933, as amended (the “Securities Act”), and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in the Company’s certificate 's articles of incorporation or bylaws by-laws or in any agreement providing rights to security holders) that will be triggered by the transactions contemplated by this Agreement. The Company has furnished to the Purchaser true and correct copies of the Company’s certificate 's articles of incorporation and bylaws in full force and effect and certified by the Secretary of the Company to such effect as of the Closing Dateby-laws.

Authorized Capital, No Preemptive Rights, No Liens; Anti-Dilution. As of the date hereof, the authorized capital of the Company is 100,000,000 25,000,000 shares of Common Stock, par value $0.0001 per share and 50,000,000 shares of Preferred Stock, par value $0.0001 0.001 per share. The issued and outstanding capital stock of the Company as of the date of this Agreement is 6,380,200 12,234,670 shares of Common Stock and nil shares of Preferred Stock. All of the shares of Common Stock are duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or similar rights of the stockholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company, or otherwise. As of the date hereof, (i) there are no outstanding options, warrants, convertible securities, scrip, rights to subscribe for, puts, calls, rights of first refusal, tag-along agreements, nor any other 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 arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company, (ii) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the Securities Act of 1933, as amended (the “Securities Act”), and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in the Company’s certificate of incorporation or bylaws or in any agreement providing rights to security holders) that will be triggered by the transactions contemplated by this Agreement. The Company has furnished to the Purchaser true and correct copies of the Company’s certificate of incorporation and bylaws in full force and effect and certified by the Secretary of the Company to such effect as of the Closing Date.

Authorized Capital, No Preemptive Rights, No Liens; Anti-Dilution. As of the date hereof, the authorized capital of the Company is 100,000,000 200,000,000 shares of Common Stock, $0.01 par value $0.0001 per share and 50,000,000 shares of Preferred Stock, par value $0.0001 per sharevalue. The issued and outstanding capital stock of the Company as of the date of this Agreement is 6,380,200 28,691,925 shares of Common Stock and nil shares of Preferred Stock. All of the shares of Common Stock are capital stock are, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or similar rights of the stockholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company, or otherwise. As of the date hereofhereof and at Closing, (i) there are no outstanding options, warrants, convertible securities, scrip, rights to subscribe for, puts, calls, rights of first refusal, tag-along agreements, nor any other 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 arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company, and (ii) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the Securities Act of 1933, as amended (the “Securities Act”), and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in the Company’s certificate 's articles of incorporation or bylaws by-laws or in any agreement providing rights to security holders) that will be triggered by the transactions contemplated by this Agreement. The Company has furnished to the Purchaser true and correct copies of the Company’s certificate 's articles of incorporation and bylaws in full force and effect and certified by the Secretary of the Company to such effect as of the Closing Dateby-laws.

Authorized Capital, No Preemptive Rights, No Liens; Anti-Dilution. As of the date hereof, the authorized capital of the Company is 100,000,000 shares of Common Stock, par value $0.0001 0.01 per share share, and 50,000,000 25,000,000 shares of Preferred Stock, par value $0.0001 per share0.001. The issued and outstanding capital stock of the Company as of the date of this Agreement is 6,380,200 1,500,000 shares of Common Stock and nil no shares of Preferred Stock. All of the shares of Common Stock capital stock are duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or similar rights of the stockholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company, or otherwise. As of the date hereof, hereof (i) there are no outstanding options, warrants, convertible securities, scrip, rights to subscribe for, puts, calls, rights of first refusal, tag-along agreements, nor any other 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 arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company, and (ii) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the Securities Act of 1933, as amended (the “Securities Act”), and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in the Company’s certificate articles of incorporation or bylaws or in any agreement providing rights to security holders) that will be triggered by the transactions contemplated by this Agreement. The Company has furnished to the Purchaser true and correct copies of the Company’s certificate Articles of incorporation Incorporation and bylaws in full force and effect and certified by the Secretary of the Company to such effect as of the Closing DateBylaws.

Authorized Capital, No Preemptive Rights, No Liens; Anti-Dilution. As of the date hereof, the authorized capital of the Company is 100,000,000 500,000,000 shares of Common Stock, par value $0.0001 0.001 per share share, and 50,000,000 5,000,000 shares of Preferred Stock, par value $0.0001 0.001 per share. The issued and outstanding capital stock of the Company as of the date of this Agreement is 6,380,200 140,659,862 shares of Common Stock and nil Stock, 909,091 shares of Class A Preferred Stock, and 465,104 shares of Class B Preferred Stock. All of the shares of Common Stock capital stock are duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or similar rights of the stockholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company, or otherwise. As of the date hereof, hereof (i) there are no outstanding options, warrants, convertible securities, scrip, rights to subscribe for, puts, calls, rights of first refusal, tag-along agreements, nor any other 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 arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company except as has been disclosed in the Company’s filings with the SEC and the Disclosure Schedule, and (ii) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the Securities Act of 1933, 1933 except as amended (has been disclosed in the “Securities Act”)Company’s filings with the SEC and the Disclosure Schedule, and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in the Company’s certificate articles of incorporation or bylaws or in any agreement providing rights to security holders) that will be triggered by the transactions contemplated by this Agreement. The Company has furnished to the Purchaser true and correct copies of the Company’s certificate Articles of incorporation Incorporation and bylaws in full force and effect and certified by the Secretary of the Company to such effect as of the Closing DateBylaws.

Authorized Capital, No Preemptive Rights, No Liens; Anti-Dilution. As ------------------------------------------------------------------- of the date hereof, the authorized capital of the Company is 100,000,000 shares of Common Stock, par value $0.0001 per share and 50,000,000 shares of Preferred Stock, common stock with a par value of $0.0001 0.001 per share. The issued and outstanding capital stock of the Company is 17,300,000 shares of common stock and no other shares of capital stock of the Company will be issued or outstanding as of the date of this Agreement is 6,380,200 shares of Common Stock and nil shares of Preferred StockClosing. All of the such outstanding shares of Common Stock are capital stock 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 similar rights of the stockholders stockholder of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company, or otherwise. As of the date hereof, (ihereof and at Closing ( i ) there are no outstanding options, warrants, convertible securities, scrip, rights to subscribe for, puts, calls, rights of first refusal, tag-along agreements, nor any other 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 arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company, (iiand ( ii ) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the Securities Act of 1933, as amended (the “Securities Act”), and (iii( iii ) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in the Company’s certificate 's articles of incorporation or bylaws of by-laws or in any agreement providing rights to security holders) that will be triggered by the transactions contemplated by this Agreement. The Company has furnished to the Purchaser true and correct copies of the Company’s certificate 's articles of incorporation and bylaws in full force and effect and certified by the Secretary of the Company to such effect as of the Closing Dateby-laws.

Authorized Capital, No Preemptive Rights, No Liens; Anti-Dilution. As of the date hereof, the authorized capital of the Company is 100,000,000 shares of Common Stock, par value $0.0001 0.01 per share share, and 50,000,000 25,000,000 shares of Preferred Stock, par value $0.0001 per share0.001. The issued and outstanding capital stock of the Company as of the date of this Agreement is 6,380,200 1,500,000 shares of Common Stock and nil no shares of Preferred Stock. All of the shares of Common Stock issued and outstanding capital stock are duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or similar rights of the stockholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company, or otherwise. As of the date hereof, hereof (i) there are no outstanding options, warrants, convertible securities, scrip, rights to subscribe for, puts, calls, rights of first refusal, tag-along agreements, nor any other 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 arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company, and (ii) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the Securities Act of 1933, as amended (the “"Securities Act”"), and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in the Company’s certificate 's articles of incorporation or bylaws or in any agreement providing rights to security holders) that will be triggered by the transactions contemplated by this Agreement. The Company has furnished to the Purchaser true and correct copies of the Company’s certificate 's Articles of incorporation Incorporation and bylaws in full force and effect and certified by the Secretary of the Company to such effect as of the Closing DateBylaws.

Authorized Capital, No Preemptive Rights, No Liens; Anti-Dilution. As of the date hereof, the authorized capital of the Company is 100,000,000 980,000,000 shares of Common Stock, par value $0.0001 0.001 per share share, and 50,000,000 5,000,000 shares of Preferred Stock, par value $0.0001 0.001 per share. The issued and outstanding capital stock of the Company as of the date of this Agreement is 6,380,200 45,500,000 shares of Common Stock and nil no issued or outstanding shares of Preferred Stock. All of the shares of Common Stock capital stock are duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or similar rights of the stockholders stockholder of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company, or otherwise. As of the date hereof, (i) there are no outstanding options, warrants, convertible securities, scrip, rights to subscribe for, puts, calls, rights of first refusal, tag-along agreements, nor any other 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 arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company, (ii) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the Securities Act of 1933, as amended (the “Securities Act”)amended, and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in the Company’s certificate of incorporation or bylaws or in any agreement providing rights to security holders) that will be triggered by the transactions contemplated by this Agreement. The Company has furnished to the Purchaser true and correct copies of the Company’s certificate of incorporation and bylaws in full force and effect and certified by the Secretary of the Company to such effect as of the Closing Date.

Authorized Capital, No Preemptive Rights, No Liens; Anti-Dilution. As of the date hereof, the authorized capital of the Company Seller is 100,000,000 50,000,000 shares of Common Stock, par value $0.0001 0.001 per share share, and 50,000,000 1,000,000 shares of Preferred Stock, par value $0.0001 0.01 per share. The issued and outstanding capital stock of the Company as of the date of this Agreement Seller is 6,380,200 1,106,109 shares of Common Stock and nil Stock. There are no issued or outstanding shares of Preferred Stock. All of the shares of Common Stock capital stock are duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company Seller are subject to preemptive rights or similar rights of the stockholders of the Company Seller or any liens or encumbrances imposed through the actions or failure to act of the CompanySeller, or otherwise. As of the date hereof, hereof (i) there are no outstanding options, warrants, convertible securities, scrip, rights to subscribe for, puts, calls, rights of first refusal, tag-along agreements, nor any other 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 CompanySeller, or arrangements by which the Company Seller is or may become bound to issue additional shares of capital stock of the CompanySeller, and (ii) there are no agreements or arrangements under which the Company Seller is obligated to register the sale of any of its securities under the Securities Act of 1933, as amended (the “Securities Act”), ) and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company Seller (or in the CompanySeller’s certificate of incorporation or bylaws or in any agreement providing rights to security holders) that will be triggered by the transactions contemplated by this Agreement. The Company Seller has furnished to the Purchaser true and correct copies of the CompanySeller’s certificate of incorporation and bylaws in full force and effect and certified by the Secretary of the Company to such effect as of the Closing Datebylaws.

Authorized Capital, No Preemptive Rights, No Liens; Anti-Dilution. As of the date hereof, the authorized capital of the Company is 100,000,000 25,000,000 shares of Common Stock, par value $0.0001 per share and 50,000,000 shares of Preferred Stock, par value $0.0001 per share. The issued and outstanding capital stock of the Company as of the date of this Agreement is 6,380,200 15,000,000 shares of Common Stock and nil shares of Preferred Stock. All of the shares of Common Stock are capital stock are, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or similar rights of the stockholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company, or otherwise. As of the date hereofhereof and at Closing, (i) there are no outstanding options, warrants, convertible securities, scrip, rights to subscribe for, puts, calls, rights of first refusal, tag-along agreements, nor any other 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 arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company, and (ii) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the Securities Act of 1933, as amended (the “Securities Act”), and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in the Company’s certificate articles of incorporation or bylaws by-laws or in any agreement providing rights to security holders) that will be triggered by the transactions contemplated by this Agreement. The Company has furnished to the Purchaser true and correct copies of the Company’s certificate articles of incorporation and bylaws in full force and effect and certified by the Secretary of the Company to such effect as of the Closing Dateby-laws.

Authorized Capital, No Preemptive Rights, No Liens; Anti-Dilution. As of the date hereof, the authorized capital of the Company is 100,000,000 shares of Common Stock, par value $0.0001 per share and 50,000,000 shares of Preferred Stock, common stock with a par value of $0.0001 0.001 per share. The issued and outstanding capital stock of the Company is 16,900,000 shares of common stock and no other shares of capital stock of the Company will be issued or outstanding as of the date of this Agreement is 6,380,200 shares of Common Stock and nil shares of Preferred StockClosing. All of the such outstanding shares of Common Stock are capital stock 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 similar rights of the stockholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company, or otherwise. As of the date hereofhereof and at Closing, (i) there are no outstanding options, warrants, convertible securities, scrip, rights to subscribe for, puts, calls, rights of first refusal, tag-along agreements, nor any other 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 arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company, and (ii) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the Securities Act of 1933, as amended (the “Securities Act”), and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in the Company’s certificate 's articles of incorporation or bylaws by-laws or in any agreement providing rights to security holders) that will be triggered by the transactions contemplated by this Agreement. The Company has furnished to the Purchaser true and correct copies of the Company’s certificate 's articles of incorporation and bylaws in full force and effect and certified by the Secretary of the Company to such effect as of the Closing Dateby-laws.