Common use of Capital Structure of Parent and Merger Sub Clause in Contracts

Capital Structure of Parent and Merger Sub. (a) Immediately prior to the issuance of the Merger Consideration at Closing and after taking into effect the Lipton Shares Cancellation (as defined in Section 8.3(f)), the authorized capital stock of Parent will consist of 100,000,000 shares of Parent Common Stock, $0.001 par value, of which no more than approximately 530,612 shares of Parent Common Stock will be issued and outstanding, 10,000,000 shares of Parent Preferred Stock, of which no shares will be issued and outstanding and no shares of Parent Common Stock or Parent Preferred Stock will be issuable upon the exercise of outstanding warrants, convertible notes, options or otherwise. All outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable, not subject to preemptive rights, and issued in compliance with all applicable state and federal Laws concerning the issuance of securities. Except for the Parent Common Stock, there are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote), and there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent is a party or by which Parent is bound obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or obligating Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent or any of its subsidiaries. There are no agreements or arrangements pursuant to which Parent is or could be required to register shares of Parent Common Stock or other securities under the Securities Act or other agreements or arrangements with or among any security holders of Parent with respect to securities of Parent.

Capital Structure of Parent and Merger Sub. (a) Immediately prior to the issuance of the Merger Consideration at Closing and after taking into effect the Lipton Shares Cancellation (as defined in Section 8.3(f))Closing, the authorized capital stock of Parent will consist of 100,000,000 300,000,000 shares of Parent Common Stock, $0.001 par value, of which no more than approximately 530,612 13,000,000 shares of Parent Common Stock will be issued and outstanding, 10,000,000 shares of Parent Preferred Stock, of which no shares will be issued and outstanding and no shares of Parent Common Stock or Parent Preferred Stock will be issuable upon the exercise of outstanding warrants, convertible notes, options or otherwise. All outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable, not subject to preemptive rights, and issued in compliance with all applicable state and federal Laws concerning the issuance of securities. Except for the Parent Common Stock, there are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote), and there . There are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent is a party or by which Parent is bound obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or obligating Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent or any of its subsidiaries. There are no agreements or arrangements pursuant to which Parent is or could be required to register shares of Parent Common Stock or other securities under the Securities Act or other agreements or arrangements with or among any security holders of Parent with respect to securities of Parent.

Capital Structure of Parent and Merger Sub. (a) Immediately prior to the issuance of the Merger Consideration at Closing and after taking into effect the Lipton Shares Cancellation (as defined in Section 8.3(f))Closing, the authorized capital stock of Parent will consist of 100,000,000 200,000,000 shares of Parent Common Stock, $0.001 par value, of which no more than approximately 530,612 40,000,000 shares of Parent Common Stock will be issued and outstanding, 10,000,000 shares of Parent Preferred Stock, of which no shares will be issued and outstanding and no shares of Parent Common Stock or Parent Preferred Stock will be issuable upon the exercise of outstanding warrants, convertible notes, options or otherwise. All outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable, not subject to preemptive rights, and issued in compliance with all applicable state and federal Laws concerning the issuance of securities. Except for the Parent Common Stock, there are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote), and there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent is a party or by which Parent is bound obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or obligating Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent or any of its subsidiaries. There are no agreements or arrangements pursuant to which Parent is or could be required to register shares of Parent Common Stock or other securities under the Securities Act or other agreements or arrangements with or among any security holders of Parent with respect to securities of Parent.

Capital Structure of Parent and Merger Sub. (a) Immediately prior to the issuance of the Merger Consideration at Closing (and after taking into effect including the Lipton Shares Cancellation (as defined in Section 8.3(f)800,000 shares issued or issuable pursuant to the $400,000 portion of the Financing which has or will have closed prior to Closing), the authorized capital stock of Parent will consist of 100,000,000 250,000,000 shares of Parent Common Stock, $0.001 par value, of which no more than approximately 530,612 23,300,000 shares of Parent Common Stock will be issued and outstanding, 10,000,000 shares of Parent Preferred Stock, of which no shares will be issued and outstanding outstanding, and (except for the 800,000 warrants issued or issuable pursuant to the $400,000 portion of the Financing which has or will have closed prior to Closing) no shares of Parent Common Stock or Parent Preferred Stock will be issuable upon the exercise of outstanding warrants, convertible notes, options or otherwise. All outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable, not subject to preemptive rights, and issued in compliance with all applicable state and federal Laws concerning the issuance of securities. Except for the Parent Common Stock, there are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote), and there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent is a party or by which Parent is bound obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or obligating Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent or any of its subsidiaries. There are no agreements or arrangements pursuant to which Parent is or could be required to register shares of Parent Common Stock or other securities under the Securities Act or other agreements or arrangements with or among any security holders of Parent with respect to securities of Parent.

Capital Structure of Parent and Merger Sub. (a) Immediately prior to the issuance of the Merger Consideration at Closing and after taking into effect the Lipton Shares Cancellation (as defined in Section 8.3(f))Closing, the authorized capital stock of Parent will consist of 100,000,000 (i) 200,000,000 shares of Parent Common Stock, $0.001 par value, of which no more than approximately 530,612 the number of shares of Parent Common Stock will be issued and outstanding, 10,000,000 outstanding shall be an amount equal to thirty five percent (35%) of all of the shares of Parent Common stock issued and outstanding after issuance of the Merger Consideration at Closing, and (ii) 50,000,000 shares of Preferred Stock, par value $0.0001 (“Parent Preferred Stock”), of which no shares will be issued and outstanding outstanding, and no shares of Parent Common Stock or Parent Preferred Stock will be issuable upon the exercise of outstanding warrants, convertible notes, options or otherwise. All outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable, not subject to preemptive rights, and issued in compliance with all applicable state and federal Laws concerning the issuance of securities. Except for the Parent Common Stock, there are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote), and there . There are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent is a party or by which Parent is bound obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or obligating Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent or any of its subsidiaries. There are no agreements or arrangements pursuant to which Parent is or could be required to register shares of Parent Common Stock or other securities under the Securities Act or other agreements or arrangements with or among any security holders of Parent with respect to securities of Parent.

Capital Structure of Parent and Merger Sub. (a) Immediately prior to the issuance of the Merger Consideration at Closing and after taking into effect the Lipton Shares Cancellation (as defined in Section 8.3(f)), the The authorized capital stock of Parent will consist consists of 100,000,000 shares of Parent Common Stock, $0.001 par value, of which no more than approximately 530,612 800,000,000 shares of Parent Common Stock will be issued and outstanding20,000,000 shares of Parent Preferred Stock, all $0.001 par value per share, 10,000,000 shares of Parent Preferred Stock are designated Series A Preferred Stock. 24,945,000 shares of Parent Common Stock and 2,300,000 shares of Series A Preferred Stock, of which no shares will be respectively, are issued and outstanding as set forth in the Capitalization Table attached hereto and incorporated herein as Schedule 3.2. Other than as set forth on Schedule 3.2, there are no shares of Parent Common Stock or Parent Series A Preferred Stock will be issuable upon the exercise of outstanding warrants, convertible notes, options or otherwiseoutstanding. All outstanding shares of capital stock of Parent are, Common Stock and all shares which may be issued pursuant to this Agreement will be, when issued, Series A Preferred Stock have been duly authorized, validly issued, fully paid and nonassessable, not subject to preemptive rights, are nonassessable and issued in compliance with all applicable state and federal Laws concerning free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the issuance of securitiesholders thereof. Except for the Parent Common Stockas set forth on Schedule 3.2(a), there are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote), and there are no outstanding securities, existing options, warrants, calls, rights, commitments, agreements, arrangements convertible securities or undertakings commitments of any kind to which Parent is a party or by which Parent is bound obligating the Parent to issueissue any authorized and unissued Parent Common Stock or Series A Preferred Stock, deliver nor does Parent have any outstanding commitment or sellobligation to repurchase, reacquire or cause to be issued, delivered or sold, additional shares redeem any of its outstanding capital stock or other equity securities of Parent or obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or obligating Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertakingstock. There are no outstanding contractual obligations, commitments, understandings stock appreciation or arrangements of Parent or any of its subsidiaries similar rights to repurchase, redeem or otherwise acquire or make any receive cash payment in respect or in lieu of any shares of capital stock of Parent or any of its subsidiaries. There are no agreements or arrangements pursuant options to which Parent is or could be required to register purchase shares of Parent Common Stock or other securities under the Securities Act Series A Preferred Stock or otherwise. Except as disclosed in Schedule 3.2(a), there are no voting trusts, voting agreements, buy-sell agreements or other agreements or arrangements with affecting Parent Common Stock or among any security holders Series A Preferred Stock. The shares of Parent with respect Common Stock to securities be issued pursuant to the transactions contemplated herein will, upon issuance pursuant to the terms hereof, be duly authorized, validly issued, fully paid, and non-assessable shares of ParentParent Common Stock. Parent has delivered a true, correct and complete copy of its Articles of Incorporation, as set forth in Schedule 3.2(a)(i), and its Bylaws, as set forth in Schedule 3.2(a)(ii), as amended to date, to Company.

Capital Structure of Parent and Merger Sub. (a) Immediately prior to the issuance of the Shares and Merger Consideration at Closing and after taking into effect the Lipton Shares Cancellation (as defined in Section 8.3(f))Closing, the authorized capital stock of Parent will consist of 100,000,000 (i) 600,000,000 shares of Parent Common Stock, $0.001 par value, of which no more than approximately 530,612 15,000,000 shares of Parent Common Stock will be issued and outstandingoutstanding (inclusive of shares issued to Xxx Xxxxxxxxx) and (ii) 50,000,000 Preferred Shares, 10,000,000 shares of Parent Preferred Stock, none of which no shares will shall be issued and outstanding and no outstanding. No shares of Parent Common Stock or Parent Preferred Stock Shares will be issuable upon the exercise of outstanding warrants, convertible notes, options or otherwise. All outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessablenon-assessable, not subject to preemptive rights, and issued in compliance with all applicable state and federal Laws concerning the issuance of securities. All Shares issued pursuant to this Agreement will be newly issued Shares. Except for the Parent Common Stock, there are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote), and there . There are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent is a party or by which Parent is bound obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or obligating Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent or any of its subsidiaries. There are no agreements or arrangements pursuant to which Parent is or could be required to register shares of Parent Common Stock or other securities under the Securities Act or other agreements or arrangements with or among any security holders of Parent with respect to securities of Parent.