Common use of Authorized Capital, No Preemptive Rights Clause in Contracts

Authorized Capital, No Preemptive Rights. No Liens; Anti-Dilution. As of the date hereof, the authorized capital of the Company is 25,000,000 shares of Common Stock, with a par value of $0.001. There is no authorized preferred stock of any kind. The issued and outstanding capital stock of the Company is 5,000,000 shares of Common Stock. All of the shares of 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, 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 and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in the Company's articles of incorporation or 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 Purchaser true and correct copies of the Company's articles of incorporation and by-laws copies of which are attached to this Agreement at Exhibit 1.

Authorized Capital, No Preemptive Rights. No Liens; Anti-Dilution. As of the date hereof, the authorized capital of the Company is 25,000,000 shares of Common Stock, common stock with a no par value of $0.001. There is no authorized preferred stock of any kindper share. The issued and outstanding capital stock of the Company is 5,000,000 11,400,000 shares of Common Stock. All of the common stock and no other shares of capital stock are of the Company will be issued or outstanding as of the date of Closing. All of such outstanding shares of 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 (iand 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( 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 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 articles of incorporation or 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 Purchaser true and correct copies of the Company's articles of incorporation and by-laws copies of which are attached to this Agreement at Exhibit 1laws.

Authorized Capital, No Preemptive Rights. No Liens; Anti-Dilution. As of the date hereof, the authorized capital of the Company is 25,000,000 20,000,000 shares of Common Stock, with a par value of $0.0010.0001 per share. There is no authorized preferred stock of any kind. The issued and outstanding capital stock of the Company is 5,000,000 10,228,000 shares of Common Stock. All of the shares of 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, 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 and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in the Company's articles of incorporation or 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 Purchaser true and correct copies of the Company's articles of incorporation and by-laws laws, copies of which are attached to this Agreement at Exhibit 1.

Authorized Capital, No Preemptive Rights. No Liens; Anti-Dilution. As of the date hereof, the authorized capital of the Company is 25,000,000 3,800,000 shares of Common Stock, with a par value of $0.0010.05. There is no authorized preferred stock of any kind. The issued and outstanding capital stock of the Company is 5,000,000 3,800,000 shares of Common Stock, and the names and number of shares of all owners of Common Stock are listed in the Disclosure Schedule. All of the shares of 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, 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, and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in the Company's articles of incorporation or 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 Purchaser true and correct copies of the Company's articles of incorporation and incorporation, by-laws copies of which are attached to this Agreement at Exhibit 1and corporate minute book.

Authorized Capital, No Preemptive Rights. No Liens; Anti-Dilution. As of the date hereof, the authorized capital of the Company is 25,000,000 1,000 shares of Common Stock, with a par value of $0.001. There is no authorized preferred stock of any kind. The issued and outstanding capital stock of the Company is 5,000,000 1,000 shares of Common Stock, and the names and number of shares of all owners of Common Stock are listed in the Disclosure Schedule. All of the shares of capital stock Shares are duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company Shares 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, 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 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 articles of incorporation or 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 Purchaser true and correct copies of the Company's articles of incorporation and incorporation, by-laws copies of which are attached to this Agreement at Exhibit 1and corporate minute book.

Authorized Capital, No Preemptive Rights. No Liens; Anti-Dilution. As of the date hereof, the authorized capital of the Company is 25,000,000 200,000,000 shares of Common Stock, with a $0.01 par value of $0.001. There is no authorized preferred stock of any kindvalue. The issued and outstanding capital stock of the Company is 5,000,000 23,691,925 shares of Common Stock. All of the shares of capital stock are 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 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 and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in the Company's articles of incorporation or 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 Purchaser true and correct copies of the Company's articles of incorporation and by-laws copies of which are attached to this Agreement at Exhibit 1laws.

Authorized Capital, No Preemptive Rights. No Liens; Anti-Dilution. As of the date hereof, the authorized capital of the Company is 25,000,000 20,000,000 shares of Common Stock, common stock with a $.001 par value of $0.001. There is no authorized preferred stock of any kindper share. The issued and outstanding capital stock of the Company is 5,000,000 3,339,015 shares of Common Stock. All of the common stock and no other shares of capital stock are of the Company will be issued or outstanding as of the date of Closing. All of such outstanding shares of 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 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 and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in the Company's articles of incorporation or 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 Purchaser true and correct copies of the Company's articles of incorporation and by-laws copies of which are attached to this Agreement at Exhibit 1laws.

Authorized Capital, No Preemptive Rights. No LiensNO LIENS; AntiANTI-DilutionDILUTION. As of the date hereof, the authorized capital of the Company is 25,000,000 50,000,000 shares of Common Stock, common stock with a par value of $0.001. There is no authorized 0.01 per share and 5,000,000 shares of preferred stock with a par value of any kind$.001 per share. The issued and outstanding capital stock of the Company is 5,000,000 269,526 shares of Common Stock. All common stock, no shares of the preferred stock and no other shares of capital stock are of the Company will be issued or outstanding as of the date of Closing. All of such outstanding shares of 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 hereof (iand 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 CompanyCompany except as set forth on SCHEDULE 3.3, 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 and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in the Company's articles of incorporation or 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 Purchaser true and correct copies of the Company's articles of incorporation and by-laws copies of which are attached to this Agreement at Exhibit 1laws.

Authorized Capital, No Preemptive Rights. No Liens; Anti-Dilution. As of the date hereof, the authorized capital of the Company is 25,000,000 80,000,000 shares of Common Stock, with a par value and 20,000,000 shares of $0.001. There is no authorized preferred stock of any kindstock. The issued and outstanding capital stock of the Company is 5,000,000 1,250,000 shares of Common Stock. All of the shares of capital stock are 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 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 and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in the Company's articles of incorporation or 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 Purchaser true and correct copies of the Company's articles of incorporation and by-laws copies of which are attached to this Agreement at Exhibit 1laws.

Authorized Capital, No Preemptive Rights. No Liens; Anti-Dilution. As of the date hereof, the authorized capital of the Company is 25,000,000 100,000,000 shares of Common Stock, with a par value of $0.001$ .001, of which there are 3,500,000 shares issued and outstanding. There is no authorized preferred stock of any kind. The issued names and outstanding capital stock number of the Company is 5,000,000 shares of all owners of Common StockStock are listed in the Disclosure Schedule. All of the shares of 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, 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, and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in the Company's articles of incorporation or 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 Purchaser true and correct and complete copies of the Company's articles of incorporation and incorporation, by-laws and corporate resolutions, as well as copies of which are attached to this Agreement at Exhibit 1all minutes of the Company's Board of Directors meetings.