Common use of Capitalization; No Restrictive Agreements Clause in Contracts

Capitalization; No Restrictive Agreements. (i) The Company’s authorized capital stock, as of the date of this Agreement, consists of 200,000,000 shares of Common Stock, $0.001 par value per share, of which 2,000,000 shares are issued and outstanding, and 10,000,000 shares of Preferred Stock, $0.001 par value per share, of which no shares are issued and outstanding. (ii) The Company has not reserved any shares of its Common Stock for issuance upon the exercise of options, warrants or any other securities that are exercisable or exchangeable for, or convertible into, Common Stock. All of the issued and outstanding shares of Common Stock are validly issued, fully paid and non-assessable and have been issued in compliance with applicable laws, including, without limitation, applicable federal and state securities laws. There are no outstanding options, warrants or other rights of any kind to acquire any additional shares of capital stock of the Company or securities exercisable or exchangeable for, or convertible into, capital stock of the Company, nor is the Company committed to issue any such option, warrant, right or security. There are no agreements relating to the voting, purchase or sale of capital stock (i) between or among the Company and any of its stockholders, (ii) between or among the Seller and any third party, or (iii) between or among any of the Company’s stockholders. The Company is not a party to any agreement granting any stockholder of the Company the right to cause the Company to register shares of the capital stock of the Company held by such stockholder under the Securities Act.

Capitalization; No Restrictive Agreements. (i) The Company’s authorized capital stock, as of the date of this Agreement, consists of 200,000,000 100,000,000 shares of Common Stock, $0.001 0.0001 par value per share, of which 2,000,000 4,808,000 shares are issued and outstanding, outstanding and 10,000,000 50,000,000 shares of Preferred Stockif preferred stock, $0.001 par value per share0.0001, of which no shares none are issued and outstanding. (ii) The Company has not reserved any shares of its Common Stock for issuance upon the exercise of options, warrants or any other securities that are exercisable or exchangeable for, or convertible into, Common Stock. All of the issued and outstanding shares of Common Stock are validly issued, fully paid and non-assessable and have been issued in compliance with applicable laws, including, without limitation, applicable federal and state securities laws. There are no outstanding options, warrants or other rights of any kind to acquire any additional shares of capital stock of the Company or securities exercisable or exchangeable for, or convertible into, capital stock of the Company, nor is the Company committed to issue any such option, warrant, right or security. There are no agreements relating to the voting, purchase or sale of capital stock (i) between or among the Company and any of its stockholders, (ii) between or among the Seller and any third party, or (iii) between or among any of the Company’s stockholders. The Company is not a party to any agreement granting any stockholder of the Company the right to cause the Company to register shares of the capital stock of the Company held by such stockholder under the Securities Act.

Capitalization; No Restrictive Agreements. (i) The Company’s 's authorized capital stock, as of the date of this Agreement, consists of 200,000,000 100,000,000 shares of Common Stock, $0.001 par value per share, of which 2,000,000 19,346,000 shares are issued and outstanding, outstanding and 10,000,000 50,000,000 shares of Preferred Stockpreferred stock, $0.001 par value per sharevalue, of which no shares none are issued and outstanding. (ii) The Company has not reserved any shares of its Common Stock for issuance upon the exercise of options, warrants or any other securities that are exercisable or exchangeable for, or convertible into, Common Stock. All of the issued and outstanding shares of Common Stock are validly issued, fully paid and non-assessable and have been issued in compliance with applicable laws, including, without limitation, applicable federal and state securities laws. There are no outstanding options, warrants or other rights of any kind to acquire any additional shares of capital stock of the Company or securities exercisable or exchangeable for, or convertible into, capital stock of the Company, nor is the Company committed to issue any such option, warrant, right or security. There are no agreements relating to the voting, purchase or sale of capital stock (i) between or among the Company and any of its stockholders, (ii) between or among the Seller and any third party, or (iii) between or among any of the Company’s 's stockholders. The Company is not a party to any agreement granting any stockholder of the Company the right to cause the Company to register shares of the capital stock of the Company held by such stockholder under the Securities Act.

Capitalization; No Restrictive Agreements. (i) The Company’s 's authorized capital stock, as of the date of this Agreement, consists of 200,000,000 20,000,000 shares of Common Stock, $0.001 par value per share, of which 2,000,000 9,149,188 shares are issued and outstanding, outstanding and 10,000,000 5,000,000 shares of Preferred Stock, $0.001 par value per share, of which no shares are none is issued and outstanding. (ii) . There is no other form of equity authorized, issued or outstanding. The Company has not reserved any shares of its Common Stock for issuance upon the exercise of options, warrants or any other securities that are exercisable or exchangeable for, or convertible into, Common Stock. All of the issued and outstanding shares of Common Stock are validly issued, fully paid and non-assessable and have been issued in compliance with applicable laws, including, without limitation, applicable federal and state securities laws. There are no outstanding options, warrants or other rights of any kind to acquire any additional shares of capital stock of the Company or securities exercisable or exchangeable for, or convertible into, capital stock of the Company, nor is the Company committed to issue any such option, warrant, right or security. There are no agreements relating to the voting, purchase or sale of capital stock (i) between or among the Company and any of its stockholders, (ii) between or among the Seller Sellers and any third party, or (iii) to the best knowledge of the Controlling Stockholder between or among any of the Company’s 's stockholders. The Company is not a party to any agreement granting any stockholder of the Company the right to cause the Company to register shares of the capital stock of the Company held by such stockholder under the Securities Act.

Capitalization; No Restrictive Agreements. (i) The Company’s authorized capital stock, as of the date of this Agreement, consists of 200,000,000 100,000,000 shares of Common Stock, $0.001 par value per share, of which 2,000,000 2,090,044 shares are issued and outstanding, and 10,000,000 5,000,000 shares of Preferred Stock, $0.001 par value per share, of which no shares are issued and outstanding. (ii) The Company has not reserved any shares of its Common Stock for issuance upon the exercise of options, warrants or any other securities that are exercisable or exchangeable for, or convertible into, Common Stock. All of the issued and outstanding shares of Common Stock are validly issued, fully paid and non-assessable and have been issued in compliance with applicable laws, including, without limitation, applicable federal and state securities laws. There are no outstanding options, warrants or other rights of any kind to acquire any additional shares of capital stock of the Company or securities exercisable or exchangeable for, or convertible into, capital stock of the Company, nor is the Company committed to issue any such option, warrant, right or security. There are no agreements relating to the voting, purchase or sale of capital stock (i) between or among the Company and any of its stockholders, (ii) between or among the Seller Sellers and any third party, or (iii) between or among any of the Company’s stockholders. The Company is not a party to any agreement granting any stockholder of the Company the right to cause the Company to register shares of the capital stock of the Company held by such stockholder under the Securities Act.

Capitalization; No Restrictive Agreements. (i) The Company’s authorized capital stock, as of the date of this Agreement, consists of 200,000,000 100,000,000 shares of Common Stock, $0.001 par value per share, of which 2,000,000 2,430,000 shares are issued and outstanding, and 10,000,000 100,000,000 shares of Preferred Stock, $0.001 par value per share, of which no shares are issued and outstanding. (ii) The Company has not reserved any shares of its Common Stock for issuance upon the exercise of options, warrants or any other securities that are exercisable or exchangeable for, or convertible into, Common Stock. All of the issued and outstanding shares of Common Stock are validly issued, fully paid and non-assessable and have been issued in compliance with applicable laws, including, without limitation, applicable federal and state securities laws. There are no outstanding options, warrants or other rights of any kind to acquire any additional shares of capital stock of the Company or securities exercisable or exchangeable for, or convertible into, capital stock of the Company, nor is the Company committed to issue any such option, warrant, right or security. There are no agreements relating to the voting, purchase or sale of capital stock (i) between or among the Company and any of its stockholders, (ii) between or among the Seller Sellers and any third party, or (iii) between or among any of the Company’s stockholders. The Company is not a party to any agreement granting any stockholder of the Company the right to cause the Company to register shares of the capital stock of the Company held by such stockholder under the Securities Act.

Capitalization; No Restrictive Agreements. (ia) The Company’s authorized capital stock, as of the date of this Agreement, consists of 200,000,000 shares of Common Stock50,000,000 Ordinary Shares, $0.001 0.0001 par value per share, of which 2,000,000 100,000 shares are issued and outstanding, and 10,000,000 20,000,000 shares of Preferred Stock, $0.001 0.0001 par value per share, of which no shares are issued and outstanding. (iib) The Company has not reserved any shares of its Common Stock Ordinary Shares for issuance upon the exercise of options, warrants or any other securities that are exercisable or exchangeable for, or convertible into, Common StockOrdinary Shares. All of the issued and outstanding ordinary shares of Common Stock are validly issued, fully paid and non-assessable and have been issued in compliance with applicable laws, including, without limitation, applicable federal and state securities laws. There are no outstanding options, warrants or other rights of any kind to acquire any additional shares of capital stock of the Company or securities exercisable or exchangeable for, or convertible into, capital stock of the Company, nor is the Company committed to issue any such option, warrant, right or security. There are no agreements relating to the voting, purchase or sale of capital stock (i) between or among the Company and any of its stockholders, (ii) between or among the Seller Shareholders and any third party, or (iii) between or among any of the Company’s stockholders. The Company is not a party to any agreement granting any stockholder of the Company the right to cause the Company to register shares of the capital stock of the Company held by such stockholder under the Securities Act.

Capitalization; No Restrictive Agreements. (ia) The Company’s authorized capital stock, as of the date of this Agreement, consists of 200,000,000 shares of Common Stock100,000,000 Ordinary Shares, $0.001 0.0001 par value per share, of which 2,000,000 547,867 shares are issued and outstanding, and 10,000,000 shares of Preferred Stock, $0.001 0.0001 par value per share, of which no 32,950 shares are issued and outstanding. (iib) The Company has not reserved any shares of its Common Stock Ordinary Shares for issuance upon the exercise of options, warrants or any other securities that are exercisable or exchangeable for, or convertible into, Common StockOrdinary Shares. All of the issued and outstanding ordinary shares of Common Stock are validly issued, fully paid and non-assessable and have been issued in compliance with applicable laws, including, without limitation, applicable federal and state securities laws. There are no outstanding options, warrants or other rights of any kind to acquire any additional shares of capital stock of the Company or securities exercisable or exchangeable for, or convertible into, capital stock of the Company, nor is the Company committed to issue any such option, warrant, right or security. There are no agreements relating to the voting, purchase or sale of capital stock (i) between or among the Company and any of its stockholders, (ii) between or among the Seller Shareholders and any third party, or (iii) between or among any of the Company’s stockholders. The Company is not a party to any agreement granting any stockholder of the Company the right to cause the Company to register shares of the capital stock of the Company held by such stockholder under the Securities Act.

Capitalization; No Restrictive Agreements. (i) The Company’s authorized capital stock, as of the date of this Agreement, consists of 200,000,000 480,000,000 shares of Common Stock, $0.001 0.00001 par value per share, of which 2,000,000 100,255,890 shares are issued and outstanding, and 10,000,000 20,000,000 shares of Preferred Stock, $0.001 0.00001 par value per share, of which no shares are issued and outstanding. (ii) The Company has not reserved any shares of its Common Stock for issuance upon the exercise of options, warrants or any other securities that are exercisable or exchangeable for, or convertible into, Common Stock. All of the issued and outstanding shares of Common Stock are validly issued, fully paid and non-assessable and have been issued in compliance with applicable laws, including, without limitation, applicable federal and state securities laws. There are no outstanding options, warrants or other rights of any kind to acquire any additional shares of capital stock of the Company or securities exercisable or exchangeable for, or convertible into, capital stock of the Company, nor is the Company committed to issue any such option, warrant, right or security. There are no agreements relating to the voting, purchase or sale of capital stock (i) between or among the Company and any of its stockholders, (ii) between or among the Seller Sellers and any third party, or (iii) between or among any of the Company’s stockholders. The Company is not a party to any agreement granting any stockholder of the Company the right to cause the Company to register shares of the capital stock of the Company held by such stockholder under the Securities Act.