Common use of Capitalization; No Restrictive Agreements Clause in Contracts

Capitalization; No Restrictive Agreements. The Company's authorized capital stock, as of the date of this Agreement and as of the Closing, consists of 500,000,000 shares of Common Stock, $0.00001 par value per share, of which 9,550,750 shares are issued and outstanding and 20,000,000 shares of Preferred Stock, $0.00001 par value per share, none of which are issued and outstanding. The Company has reserved 20,000,000 shares of its authorized but unissued shares of Common Stock of each of its AMCO 2002 Stock Plan and its AMCO 2002 Employee Stock Compensation Plan (collectively, "Stock Option Plans"). The Company has not approved or made any grants under either Stock Option Plan. Other than the 40,000,000 shares of Common Stock reserved under its Stock Option Plans, 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) to the best knowledge of the Seller between or among any of the Company's stockholders. Except as noted in Section 12(q), below 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 and as of the ClosingAgreement, consists of 500,000,000 (A) 50,000,000 shares of Common Stock, $0.00001 par value per share, Stock of which 9,550,750 (I) 1,249,816 shares are issued and outstanding as of the date hereof, and 20,000,000 (B) immediately prior to the Closing, (II) after giving effect to the Share Cancellation and the Share Repurchase, the 600,000 Existing Shares will be issued and outstanding, and (B) 5,000,000 shares of Preferred Stock, $0.00001 0.001 par value per share, none of which are issued and outstandingoutstanding or have been designated. The Company has reserved 20,000,000 shares of its authorized but unissued shares of Common Stock of each of its AMCO 2002 Stock Plan no other securities (as defined in the 0000 Xxx) issued and its AMCO 2002 Employee Stock Compensation Plan (collectively, "Stock Option Plans")outstanding. The Company has not approved or made any grants under either Stock Option Plan. Other than the 40,000,000 shares of Common Stock reserved under its Stock Option Plans, 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 any stockholders including, but not limited to, those stockholders set forth on Schedule B and any third party, or (iii) to the best knowledge of the Seller between or among any of the Company's ’s stockholders including, but not limited to, those stockholders set forth on Schedule B. 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. No Person has any matured and/or unmatured rescission rights. (ii) The Company has not reserved any shares of its Preferred Stock for issuance upon the exercise of options, warrants or any other securities that are exercisable or exchangeable for, or convertible into, Preferred Stock. All of the issued and outstanding shares of Preferred 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 any of the shareholders set forth on Schedule B and any third party, or (iii) between or among any of the Company’s stockholders. Except as noted in Section 12(q), below the 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 and as of the ClosingAgreement, consists of 500,000,000 100,000,000 shares of Common Stock, $0.00001 0.001 par value per share, of which 9,550,750 184,031 shares are issued and outstanding outstanding, and 20,000,000 10,000,000 shares of Preferred Stock, $0.00001 0.001 par value per share, none of which 1,000,000 shares are issued and outstanding. . (ii) The Company has reserved 20,000,000 shares of its authorized but unissued shares of Common Stock of each of its AMCO 2002 Stock Plan and its AMCO 2002 Employee Stock Compensation Plan (collectively, "Stock Option Plans"). The Company has not approved or made any grants under either Stock Option Plan. Other than the 40,000,000 shares of Common Stock reserved under its Stock Option Plans, 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 Seller between or among any of the Company's ’s stockholders. Except as noted in Section 12(q), below the 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. (iii) The Company has not reserved any shares of its Preferred Stock for issuance upon the exercise of options, warrants or any other securities that are exercisable or exchangeable for, or convertible into, Preferred Stock. All of the issued and outstanding shares of Preferred 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 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.