Common use of Capitalization of Company Clause in Contracts

Capitalization of Company. As of the date of this Agreement, and as of the Closing Date, all of the issued and outstanding shares of the Company’s Common Stock or other securities of Company will have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with the laws of the state of Florida. There are no agreements purporting to restrict the transfer of the Company Shares, no voting agreements, shareholders’ agreements, voting trusts, or other arrangements restricting or affecting the voting of the Company Shares. Except as set forth on Schedule 1, there are, and will not be at Closing, any equity securities issued or issuable or other securities which can be converted into any class of equity securities of Company.

Capitalization of Company. As of the date of this Agreement, and as of the Closing Date, all of the issued and outstanding shares of the Company’s Common Stock Membership Interests or other securities of Company will have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with the laws of the state of Floridaits incorporation. There are no agreements purporting to restrict the transfer of the Company SharesMembership Interests, no voting agreements, shareholders’ agreements, voting trusts, or other arrangements restricting or affecting the voting of the Company SharesMembership Interests. Except as set forth on Schedule 1, there are, and will not be at Closing, any equity securities issued or issuable or other securities which can be converted into any class of equity securities of Company.