Common use of Capitalization of Parent Clause in Contracts

Capitalization of Parent. The authorized capital stock of Parent consists of (a) 50,000,000 shares of common stock, par value $.001 per share (the “Parent Common Stock”), of which not more than 2,700,000 shares will be, prior to the Effective Time, issued and outstanding (inclusive of the shares of Parent Common Stock to be issued at the Effective Time pursuant to Section 6.9 hereof, which for purposes of this Section 3.4, will be deemed issued and outstanding prior to the Effective Time), before taking into consideration the issuance of Parent Common Stock in the Private Placement and after taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, and (b) 10,000 shares of “blank check” preferred stock, par value $.001 per share, of which 5,500 shares have been, or will be at the Closing, designated as Series A Convertible Preferred Stock (the "Parent Series A Preferred Stock"), of which no shares are issued and outstanding on the date hereof, prior to taking into consideration the issuance of a minimum of 4,500 shares of Parent Series A Preferred Stock in the Private Placement at the Closing. Except as disclosed in Schedule 3.4, Parent has no outstanding options, rights or commitments to issue shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessable, and none of such shares have been issued in violation of the preemptive rights of any person.

Capitalization of Parent. The As of the date hereof, the authorized capital stock of Parent consists of (a) 50,000,000 90,000,000 shares of common stock, par value $.001 per share (the “Parent Common Stock and 10,000,000 shares of Parent Preferred Stock”), . As of which not more than 2,700,000 shares will be, the date hereof and immediately prior to the Effective Time, issued and outstanding (inclusive of the there are 10,860,000 shares of Parent Common Stock to be issued at the Effective Time pursuant to Section 6.9 hereof, which for purposes of this Section 3.4, will be deemed issued and outstanding prior to the Effective Time), before taking into consideration the issuance of Parent Common Stock in the Private Placement and after taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, and (b) 10,000 shares of “blank check” preferred stockStock, par value $.001 per share0.001, of which 5,500 shares have been, or will be at the Closing, designated as Series A Convertible Preferred Stock (the "Parent Series A Preferred Stock"), of which no shares are issued and outstanding on the date hereof, prior to taking into consideration the issuance of a minimum of 4,500 and 0 shares of Parent Series A Preferred Stock issued and outstanding. Other than as provided in Article III of this Agreement in connection with securities to be issued or to become issuable in connection with or as a result of the Private Placement at the Closing. Except as disclosed in Schedule 3.4Merger, Parent has no outstanding options, warrants, rights or commitments to issue shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. There are no registration rights or similar rights applicable to any shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessablenon-assessable, and none of such shares have been issued in violation of the preemptive rights of any person. All of the shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder.

Capitalization of Parent. The As of the date hereof, the authorized capital stock of Parent consists of (a) 50,000,000 shares of common stock, par value $.001 per share (the “Parent Common Stock”), . As of which not more than 2,700,000 shares will be, the date hereof and immediately prior to the Effective Time, issued and outstanding (inclusive of the there are 9,000,000 shares of Parent Common Stock to be issued at the Effective Time pursuant to Section 6.9 hereof, which for purposes of this Section 3.4, will be deemed issued and outstanding prior to the Effective Time), before taking into consideration the issuance of Parent Common Stock in the Private Placement and after taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, and (b) 10,000 shares of “blank check” preferred stockStock, par value $.001 per share0.001, of which 5,500 shares have been, or will be at the Closing, designated as Series A Convertible Preferred Stock (the "Parent Series A Preferred Stock"), of which no shares are issued and outstanding on outstanding. Other than as provided in Article III and Section 7.9 of this Agreement in connection with securities to be issued or to become issuable in connection with or as a result of the date hereof, prior to taking into consideration the issuance of a minimum of 4,500 shares of Parent Series A Preferred Stock in the Private Placement at the Closing. Except as disclosed in Schedule 3.4Merger, Parent has no outstanding options, warrants, rights or commitments to issue shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. There are no registration rights or similar rights applicable to any shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessablenon-assessable, and none of such shares have been issued in violation of the preemptive rights of any person. All of the shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder.

Capitalization of Parent. The authorized capital stock of Parent consists of (a) 50,000,000 shares of common stock, par value $.001 per share (the “Parent Common Stock”), of which not more than 2,700,000 shares will be, prior to the Effective Time, issued and outstanding (inclusive of the shares of Parent Common Stock to be issued at the Effective Time pursuant to Section 6.9 hereof, which for purposes and 20,000,000 shares of this Section 3.4, will be deemed issued and outstanding prior to the Effective Time), before taking into consideration the issuance preferred stock. There are 7,581,736 shares of Parent Common Stock in the Private Placement and after taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, and (b) 10,000 shares of “blank check” preferred stockStock, par value $.001 per share0.001, of which 5,500 shares have been, or will be at the Closing, designated as Series A Convertible Preferred Stock (the "Parent Series A Preferred Stock"), of which no shares are issued and outstanding on the date hereof, prior to taking into consideration the issuance of a minimum of 4,500 and no shares of Parent Series A Preferred Stock preferred stock issued and outstanding. Other than as provided in Article III of this Agreement in connection with securities to be issued or to become issuable in connection with or as a result of the Private Placement at the Closing. Except as disclosed in Schedule 3.4Merger, Parent has no outstanding options, Convertible Securities or other rights or commitments obligating it to issue shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares Convertible Securities of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. There are no registration rights or similar rights applicable to any shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessablenon-assessable, and none of such shares have been issued in violation of the preemptive rights of any person. All of the shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder.

Capitalization of Parent. The As of the date hereof, the authorized capital stock of Parent consists of (a) 50,000,000 90,000,000 shares of common stock, par value $.001 per share (the “Parent Common Stock and 10,000,000 shares of Parent Preferred Stock”), . As of which not more than 2,700,000 shares will be, the date hereof and immediately prior to the Effective Time, issued and outstanding (inclusive of the there are 9,000,000 shares of Parent Common Stock to be issued at the Effective Time pursuant to Section 6.9 hereof, which for purposes of this Section 3.4, will be deemed issued and outstanding prior to the Effective Time), before taking into consideration the issuance of Parent Common Stock in the Private Placement and after taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, and (b) 10,000 shares of “blank check” preferred stockStock, par value $.001 per share0.001, of which 5,500 shares have been, or will be at the Closing, designated as Series A Convertible Preferred Stock (the "Parent Series A Preferred Stock"), of which no shares are issued and outstanding on the date hereof, prior to taking into consideration the issuance of a minimum of 4,500 and 0 shares of Parent Series A Preferred Stock issued and outstanding. Other than as provided in Article III of this Agreement in connection with securities to be issued or to become issuable in connection with or as a result of the Private Placement at the Closing. Except as disclosed in Schedule 3.4Merger, Parent has no outstanding options, warrants, rights or commitments to issue shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. There are no registration rights or similar rights applicable to any shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessablenon-assessable, and none of such shares have been issued in violation of the preemptive rights of any person. All of the shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder.

Capitalization of Parent. The As of the date hereof, the authorized capital stock of Parent consists of (a) 50,000,000 90,000,000 shares of common stock, par value $.001 per share (the “Parent Common Stock and 10,000,000 shares of Parent Preferred Stock”), . As of which not more than 2,700,000 shares will be, the date hereof and immediately prior to the Effective Time, issued and outstanding (inclusive of the there are 9,960,000 shares of Parent Common Stock to be issued at the Effective Time pursuant to Section 6.9 hereof, which for purposes of this Section 3.4, will be deemed issued and outstanding prior to the Effective Time), before taking into consideration the issuance of Parent Common Stock in the Private Placement and after taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, and (b) 10,000 shares of “blank check” preferred stockStock, par value $.001 per share0.001, of which 5,500 shares have been, or will be at the Closing, designated as Series A Convertible Preferred Stock (the "Parent Series A Preferred Stock"), of which no shares are issued and outstanding on the date hereof, prior to taking into consideration the issuance of a minimum of 4,500 and no shares of Parent Series A Preferred Stock in the Private Placement at the Closingissued and outstanding. Except as disclosed in Schedule 3.4, Parent has no outstanding options, warrants, rights or commitments to issue shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. There are no registration rights or similar rights applicable to any shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessablenon-assessable, and none of such shares have been issued in violation of the preemptive rights of any personPerson. All of the shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder.

Capitalization of Parent. The As of the date hereof, the authorized capital stock of Parent consists of (a) 50,000,000 100,000,000 shares of common stock, par value $.001 per share (the “Parent Common Stock and 1,000,000 shares of Parent Preferred Stock”). As of the date hereof (i.e., of which not more than 2,700,000 shares will be, having given effect to the Conversion) and immediately prior to the Effective Time, issued and outstanding (inclusive of the there are 20,545,780 shares of Parent Common Stock and no shares of Parent Preferred Stock issued and outstanding. Other than as provided in Article III and Section 7.9 of this Agreement in connection with securities to be issued at or to become issuable in connection with or as a result of the Effective Time pursuant to Section 6.9 hereof, which for purposes of this Section 3.4, will be deemed issued and outstanding prior to the Effective Time), before taking into consideration the issuance of Parent Common Stock in the Private Placement and after taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, and (b) 10,000 shares of “blank check” preferred stock, par value $.001 per share, of which 5,500 shares have been, or will be at the Closing, designated as Series A Convertible Preferred Stock (the "Parent Series A Preferred Stock"), of which no shares are issued and outstanding on the date hereof, prior to taking into consideration the issuance of a minimum of 4,500 shares of Parent Series A Preferred Stock in the Private Placement at the Closing. Except as disclosed in Schedule 3.4Merger, Parent has no outstanding options, warrants, rights or commitments to issue shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. There are no registration rights or similar rights applicable to any shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessable, and none of such shares have been issued in violation of the preemptive rights of any person. All of the shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder. Set forth in Exhibit E attached hereto is a list of all record holders of Parent Common Stock as of the date hereof and immediately prior to the Effective Time, which list is complete and correct and accurately reflects the share holdings of the Parent as of the date hereof.

Capitalization of Parent. The As of the date hereof, the authorized capital stock of Parent consists of (a) 50,000,000 75,000,000 shares of common stock, par value $.001 per share (the “Parent Common Stock and 10,000,000 shares of Parent Preferred Stock”), . As of which not more than 2,700,000 shares will be, the date hereof and immediately prior to the Effective Time, issued and outstanding (inclusive of the there are 43,173,592 shares of Parent Common Stock issued and outstanding and 0 shares of Parent Preferred Stock issued and outstanding. Other than warrants to purchase up to 2,153,000 shares of Parent Common Stock, as provided in Article III of this Agreement in connection with securities to be issued at or to become issuable in connection with or as a result of the Effective Time pursuant to Section 6.9 hereof, which for purposes of this Section 3.4, will be deemed issued and outstanding prior to the Effective Time), before taking into consideration the issuance of Parent Common Stock in the Private Placement and after taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereofMerger, and (b) 10,000 shares of “blank check” preferred stock, par value $.001 per share, of which 5,500 shares have been, or will be at in connection with the Closing, designated as Series A Convertible Preferred Stock (the "Parent Series A Preferred Stock"), of which no shares are issued and outstanding on the date hereof, prior to taking into consideration the issuance of a minimum of 4,500 shares of Parent Series A Preferred Stock in the Private Placement at the Closing. Except as disclosed in Schedule 3.4Concurrent Financing, Parent has no outstanding options, warrants, rights or commitments to issue shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp. There Except as set forth on Schedule 5.7, there is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. There are no registration rights or similar rights applicable to any shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessablenon-assessable, and none of such shares have been issued in violation of the preemptive rights of any person. All of the shares of Parent Common Stock and Parent Preferred Stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder.

Capitalization of Parent. The As of the date hereof, the authorized capital stock of Parent consists of (a) 50,000,000 100,000,000 shares of common stockParent Common Stock. As of the date hereof there are 364,065 shares of Parent Common Stock, par value $.001 per share (the “Parent Common Stock”), of which not more than 2,700,000 shares will be, prior to the Effective Time0.003, issued and outstanding (inclusive outstanding. Other than as provided in Article III and Section 7.9 of the shares of Parent Common Stock this Agreement in connection with securities to be issued at or to become issuable in connection with or as a result of the Effective Time pursuant to Section 6.9 hereof, which for purposes of this Section 3.4, will be deemed issued and outstanding prior to the Effective Time), before taking into consideration the issuance of Parent Common Stock in the Private Placement and after taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, and (b) 10,000 shares of “blank check” preferred stock, par value $.001 per share, of which 5,500 shares have been, or will be at the Closing, designated as Series A Convertible Preferred Stock (the "Parent Series A Preferred Stock"), of which no shares are issued and outstanding on the date hereof, prior to taking into consideration the issuance of a minimum of 4,500 shares of Parent Series A Preferred Stock in the Private Placement at the Closing. Except as disclosed in Schedule 3.4Merger, Parent has no only those outstanding Convertible securities including options, rights or commitments to issue shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp.warrants, and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp. notes as provided in Schedule 5.7 attached hereto. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. And other than as further provided in Schedule 5.7, there are no registration rights or similar rights applicable to any shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessablenon-assessable, and none of such shares have been issued in violation of the preemptive rights of any person. All of the shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder. Set forth in Exhibit E attached hereto is a list of all record holders of Parent Common Stock as of the date hereof and immediately prior to the Effective Time, which list is complete and correct and accurately reflects the share holdings of the Parent as of the date hereof.

Capitalization of Parent. The As of the date hereof, the authorized capital stock of Parent consists of (a) 50,000,000 900,000,000 shares of common stock, par value $.001 per share (the “Parent Common Stock”), . As of which not more than 2,700,000 shares will be, the date hereof and immediately prior to the Effective Time, issued and outstanding (inclusive of the there are 523,000,000 shares of Parent Common Stock to be issued at the Effective Time pursuant to Section 6.9 hereof, which for purposes of this Section 3.4, will be deemed issued and outstanding prior to the Effective Time), before taking into consideration the issuance of Parent Common Stock in the Private Placement and after taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, and (b) 10,000 shares of “blank check” preferred stockStock, par value $.001 per share0.001, of which 5,500 shares have been, or will be at the Closing, designated as Series A Convertible Preferred Stock (the "Parent Series A Preferred Stock"), of which no shares are issued and outstanding on outstanding. Other than as provided in Article III of this Agreement in connection with securities to be issued or to become issuable in connection with or as a result of the date hereof, prior to taking into consideration the issuance of a minimum of 4,500 shares of Parent Series A Preferred Stock in the Private Placement at the Closing. Except as disclosed in Schedule 3.4Merger, Parent has no outstanding options, warrants, rights or commitments to issue shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. There are no registration rights or similar rights applicable to any shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessablenon-assessable, and none of such shares have been issued in violation of the preemptive rights of any person. All of the shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder.

Capitalization of Parent. The authorized capital stock of Parent consists of (a) 50,000,000 20,000,000 shares of common stockCommon Stock, no par value $.001 per share (the “"Parent Common Stock”"), of which not more than 2,700,000 6,335,965 shares will be, prior to the Effective Time, issued and outstanding (inclusive of the shares of outstanding. The Parent Common Stock to be issued at the Effective Time pursuant to Section 6.9 hereof, which for purposes of this Section 3.4, will be deemed issued and outstanding prior to the Effective Time), before taking into consideration the issuance of Parent Common Stock in the Private Placement and after taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, and (b) 10,000 shares of “blank check” has no preferred stock, par value $.001 per share, of which 5,500 shares have been, stock authorized or will be at the Closing, designated as Series A Convertible Preferred Stock (the "Parent Series A Preferred Stock"), of which no shares are issued and outstanding on the date hereof, prior to taking into consideration the issuance of a minimum of 4,500 shares of Parent Series A Preferred Stock in the Private Placement at the Closingoutstanding. Except as disclosed in Schedule 3.43.4 to the Parent Disclosure Statement, Parent has no outstanding options, rights or commitments to issue shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp.Parent, and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any other Equity Security of Parent Parent. There are no outstanding options, rights, or commitments to issue any shares of capital stock or Equity Securities of Acquisition Corp. There or securities convertible into capital stock or Equity Securities of Acquisition Corp. To the knowledge of Parent, there is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessablenon-assessable, and none of such shares have been issued in violation of the preemptive rights of any person, and all were issued in transactions that were (A) exempt from the registration and prospectus delivery requirements of the Securities Act, or (B) registered or qualified under the registration or qualification requirements of all applicable state securities laws and (C) accomplished in conformity with all other applicable securities laws. Acquisition Corp. Acquisition Corp. is a wholly-owned subsidiary of Parent that was formed specifically for the purpose of the Merger and has not conducted any business or acquired any property, and will not conduct any business or acquire any property prior to the Closing Date, except as approved by the Company in preparation for and otherwise in connection with the transactions contemplated by this Agreement, the Articles of Merger and the other agreements to be made pursuant to or in connection with this Agreement and the Articles of Merger.

Capitalization of Parent. The As of the date hereof, the authorized capital stock of Parent consists of (a) 50,000,000 90,000,000 shares of common stock, par value $.001 per share (the “Parent Common Stock”), Stock and 10,000,000 shares of which not more than 2,700,000 shares will be, preferred stock. As of the date hereof and immediately prior to the Effective Time, issued and outstanding (inclusive of the there are 7,750,000 shares of Parent Common Stock to be issued at the Effective Time pursuant to Section 6.9 hereof, which for purposes of this Section 3.4, will be deemed issued and outstanding prior to the Effective Time), before taking into consideration the issuance of Parent Common Stock in the Private Placement and after taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, and (b) 10,000 shares of “blank check” preferred stockStock, par value $.001 per share0.001, of which 5,500 shares have been, or will be at the Closing, designated as Series A Convertible Preferred Stock (the "Parent Series A Preferred Stock"), of which no shares are issued and outstanding on the date hereof, prior to taking into consideration the issuance of a minimum of 4,500 and no shares of Parent Series A Preferred Stock preferred stock issued and outstanding. Other than as provided in Article III of this Agreement in connection with securities to be issued or to become issuable in connection with or as a result of the Private Placement at the Closing. Except as disclosed in Schedule 3.4Merger, Parent has no outstanding options, warrants, rights or commitments to issue shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. There are no registration rights or similar rights applicable to any shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessablenon-assessable, and none of such shares have been issued in violation of the preemptive rights of any person. All of the shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder.

Capitalization of Parent. The As of the date hereof, the authorized capital stock of Parent consists of (a) 50,000,000 90,000,000 shares of common stock, par value $.001 per share (the “Parent Common Stock and 10,000,000 shares of Parent Preferred Stock”), . As of which not more than 2,700,000 shares will be, the date hereof and immediately prior to the Effective Time, issued and outstanding (inclusive of the there are 19,605,039 shares of Parent Common Stock to be issued at the Effective Time pursuant to Section 6.9 hereof, which for purposes of this Section 3.4, will be deemed issued and outstanding prior to the Effective Time), before taking into consideration the issuance of Parent Common Stock in the Private Placement and after taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, and (b) 10,000 shares of “blank check” preferred stockStock, par value $.001 per share0.001, of which 5,500 shares have been, or will be at the Closing, designated as Series A Convertible Preferred Stock (the "Parent Series A Preferred Stock"), of which no shares are issued and outstanding on the date hereof, prior to taking into consideration the issuance of a minimum of 4,500 and no shares of Parent Series A Preferred Stock issued and outstanding. Other than as provided in Article III of this Agreement in connection with securities to be issued or to become issuable in connection with or as a result of the Private Placement at the Closing. Except as disclosed in Schedule 3.4Merger, Parent has no outstanding options, warrants, rights or commitments to issue shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. There are no registration rights or similar rights applicable to any shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessablenon-assessable, and none of such shares have been issued in violation of the preemptive rights of any person. All of the shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder.

Capitalization of Parent. The As of the date hereof, the authorized capital stock of Parent consists of (a) 50,000,000 1,800,000,000 shares of common stock, par value $.001 per share (the “Parent Common Stock”), Stock and 40,000,000 shares of which not more than 2,700,000 shares will be, preferred stock. As of the date hereof and immediately prior to the Effective Time, issued and outstanding (inclusive of the there are 1,000,051,672 shares of Parent Common Stock to be issued at the Effective Time pursuant to Section 6.9 hereof, which for purposes of this Section 3.4, will be deemed issued and outstanding prior to the Effective Time), before taking into consideration the issuance of Parent Common Stock in the Private Placement and after taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, and (b) 10,000 shares of “blank check” preferred stockStock, par value $.001 per share0.0001, of which 5,500 shares have been, or will be at the Closing, designated as Series A Convertible Preferred Stock (the "Parent Series A Preferred Stock"), of which no shares are issued and outstanding on the date hereof, prior to taking into consideration the issuance of a minimum of 4,500 and 0 shares of Parent Series A Preferred Stock preferred stock issued and outstanding. Other than as provided in Article III of this Agreement in connection with securities to be issued or to become issuable in connection with or as a result of the Private Placement at the Closing. Except as disclosed in Schedule 3.4Merger, Parent has no outstanding options, rights or commitments Convertible Securities to issue shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares Convertible Securities of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. There are no registration rights or similar rights applicable to any shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessablenon-assessable, and none of such shares have been issued in violation of the preemptive rights of any person. All of the shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder.

Capitalization of Parent. The As of the date hereof, the authorized capital stock of Parent consists of (a) 50,000,000 1,800,000,000 shares of common stock, par value $.001 per share (the “Parent Common Stock”), Stock and 40,000,000 shares of which not more than 2,700,000 shares will be, preferred stock. As of the date hereof and immediately prior to the Effective Time, issued and outstanding (inclusive of the there are 44,753,857 shares of Parent Common Stock to be issued at the Effective Time pursuant to Section 6.9 hereof, which for purposes of this Section 3.4, will be deemed issued and outstanding prior to the Effective Time), before taking into consideration the issuance of Parent Common Stock in the Private Placement and after taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, and (b) 10,000 shares of “blank check” preferred stockStock, par value $.001 per share0.0001, of which 5,500 shares have been, or will be at the Closing, designated as Series A Convertible Preferred Stock (the "Parent Series A Preferred Stock"), of which no shares are issued and outstanding on the date hereof, prior to taking into consideration the issuance of a minimum of 4,500 and no shares of Parent Series A Preferred Stock preferred stock issued and outstanding. Other than as provided in Article III of this Agreement in connection with securities to be issued or to become issuable in connection with or as a result of the Private Placement at the Closing. Except as disclosed in Schedule 3.4Merger, Parent has no outstanding options, warrants, rights or commitments to issue shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. There are no registration rights or similar rights applicable to any shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessablenon-assessable, and none of such shares have been issued in violation of the preemptive rights of any person. All of the shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder.

Capitalization of Parent. The As of the date hereof, the authorized capital stock of Parent consists of (a) 50,000,000 75,000,000 shares of common stock, par value $.001 per share (the “Parent Common Stock”), . As of which not more than 2,700,000 shares will be, the date hereof and immediately prior to the Effective Time, issued and outstanding (inclusive of the there are 34,113,781 shares of Parent Common Stock to be issued at the Effective Time pursuant to Section 6.9 hereof, which for purposes of this Section 3.4, will be deemed issued and outstanding prior to the Effective Time), before taking into consideration the issuance of Parent Common Stock in the Private Placement and after taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, and (b) 10,000 shares of “blank check” preferred stockStock, par value $.001 per share0.001, of which 5,500 shares have been, or will be at the Closing, designated as Series A Convertible Preferred Stock (the "Parent Series A Preferred Stock"), of which no shares are issued and outstanding on outstanding. Other than as provided in Article III of this Agreement in connection with securities to be issued or to become issuable in connection with or as a result of the date hereof, prior to taking into consideration the issuance of a minimum of 4,500 shares of Parent Series A Preferred Stock in the Private Placement at the Closing. Except as disclosed in Schedule 3.4Merger, Parent has no outstanding options, warrants, rights or commitments to issue shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. There are no registration rights or similar rights applicable to any shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessablenon-assessable, and none of such shares have been issued in violation of the preemptive rights of any person. All of the shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder.

Capitalization of Parent. The As of the date hereof, the authorized capital stock of Parent consists of (a) 50,000,000 75,000,000 shares of common stock, par value $.001 per share (the “Parent Common Stock”), . As of which not more than 2,700,000 shares will be, the date hereof and immediately prior to the Effective Time, issued and outstanding (inclusive of the there are 6,809,450 shares of Parent Common Stock to be issued at the Effective Time pursuant to Section 6.9 hereof, which for purposes of this Section 3.4, will be deemed issued and outstanding prior to the Effective Time), before taking into consideration the issuance of Parent Common Stock in the Private Placement and after taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, and (b) 10,000 shares of “blank check” preferred stockStock, par value $.001 per share0.001, of which 5,500 shares have been, or will be at the Closing, designated as Series A Convertible Preferred Stock (the "Parent Series A Preferred Stock"), of which no shares are issued and outstanding on outstanding. Other than as provided in Article III of this Agreement in connection with securities to be issued or to become issuable in connection with or as a result of the date hereof, prior to taking into consideration the issuance of a minimum of 4,500 shares of Parent Series A Preferred Stock in the Private Placement at the Closing. Except as disclosed in Schedule 3.4Merger, Parent has no outstanding options, warrants, rights or commitments to issue shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. There are no registration rights or similar rights applicable to any shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessablenon-assessable, and none of such shares have been issued in violation of the preemptive rights of any person. All of the shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder.

Capitalization of Parent. The As of the date hereof, the authorized capital stock of Parent consists of (a) 50,000,000 250,000,000 shares of common stock, par value $.001 per share (the “Parent Common Stock”), . As of which not more than 2,700,000 shares will be, the date hereof and immediately prior to the Effective Time, issued and outstanding (inclusive of the there are 12,815,645 shares of Parent Common Stock to be Stock, par value $0.001, issued at and outstanding. As of the Effective Time pursuant to Section 6.9 date hereof, which for purposes the authorized capital stock of this Section 3.4, will be deemed issued Parent consists of 10,000,000 shares of Parent preferred stock. As of the date hereof and outstanding immediately prior to the Effective Time), before taking into consideration the issuance there are 0 shares of Parent Common Stock in the Private Placement and after taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, and (b) 10,000 shares of “blank check” preferred stockPreferred Stock, par value $.001 per share0.001, issued and outstanding. Parent has previously designated 250,000 shares of which 5,500 shares have been, or will be at the Closing, designated as Series A Convertible Preferred Stock and 9,750,000 shares of Series B Preferred Stock. Parent has withdrawn the designation for the Series B Preferred Stock. Parent has designated 1,000,000 shares of Series C Preferred Stock (the "Parent Series A Preferred Stock"). Other than as provided in Article III of this Agreement in connection with securities issued, to be issued or to become issuable in connection with or as a result of which no shares are issued and outstanding on the date hereof, prior to taking into consideration the issuance of a minimum of 4,500 shares of Parent Series A Preferred Stock in the Private Placement at the Closing. Except as disclosed in Schedule 3.4Merger, Parent has no outstanding options, warrants, rights or commitments to issue shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. There are no registration rights or similar rights applicable to any shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessablenon-assessable, and none of such shares have been issued in violation of the preemptive rights of any person. All of the shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder.

Capitalization of Parent. The As of the date hereof, the authorized capital stock of Parent consists of (a) 50,000,000 100,000,000 shares of common stock, par value $.001 per share (the “Parent Common Stock and 10,000,000 shares of Parent Preferred Stock”), of which not more than 2,700,000 shares will be, . Immediately prior to the Effective Time, issued and outstanding (inclusive of the there shall be 32,617,585 shares of Parent Common Stock to be issued at the Effective Time pursuant to Section 6.9 hereof, which for purposes of this Section 3.4, will be deemed issued and outstanding prior to the Effective Time), before taking into consideration the issuance of Parent Common Stock in the Private Placement and after taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, and (b) 10,000 shares of “blank check” preferred stockStock, par value $.001 per share0.001, of which 5,500 shares have been, or will be at the Closing, designated as Series A Convertible Preferred Stock (the "Parent Series A Preferred Stock"), of which no shares are issued and outstanding on the date hereofoutstanding, prior to taking into consideration the issuance of a minimum of 4,500 and no shares of Parent Series A Preferred Stock issued and outstanding. Other than as provided in Article III of this Agreement in connection with securities to be issued or to become issuable in connection with or as a result of the Private Placement at the Closing. Except as disclosed in Schedule 3.4Merger, Parent has no outstanding options, warrants, rights or commitments to issue shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp.Merger Sub, and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp. Merger Sub There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. There are no registration rights or similar rights applicable to any shares of Parent Common Stock or any capital stock or other securities of Parent or Merger Sub. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessablenon-assessable, and none of such shares have been issued in violation of the preemptive rights of any person. All of the shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder.

Capitalization of Parent. The As of the date hereof, the authorized capital stock of Parent consists of (a) 50,000,000 90,000,000 shares of common stock, par value $.001 per share (the “Parent Common Stock and 10,000,000 shares of Parent Preferred Stock”), . As of which not more than 2,700,000 shares will be, the date hereof and immediately prior to the Effective Time, there are 3,272,311 shares of Parent Common Stock, par value $0.001, issued and outstanding (inclusive after giving effect to the return to Treasury of the Parent of 30 million shares of Parent Common Stock held by the Company as required hereby) and no shares of Parent Preferred Stock issued and outstanding. Other than as provided in Article III of this Agreement in connection with securities to be issued at or to become issuable in connection with or as a result of the Effective Time pursuant to Section 6.9 hereof, which for purposes of this Section 3.4, will be deemed issued and outstanding prior to the Effective Time), before taking into consideration the issuance of Parent Common Stock in the Private Placement and after taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, and (b) 10,000 shares of “blank check” preferred stock, par value $.001 per share, of which 5,500 shares have been, or will be at the Closing, designated as Series A Convertible Preferred Stock (the "Parent Series A Preferred Stock"), of which no shares are issued and outstanding on the date hereof, prior to taking into consideration the issuance of a minimum of 4,500 shares of Parent Series A Preferred Stock in the Private Placement at the Closing. Except as disclosed in Schedule 3.4Merger, Parent has no outstanding options, warrants, rights or commitments to issue shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. There are no registration rights or similar rights applicable to any shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessablenon-assessable, and none of such shares have been issued in violation of the preemptive rights of any person. All of the shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder.

Capitalization of Parent. The As of the date hereof, the authorized capital stock of Parent consists of (a) 50,000,000 74,500,000 shares of common stock, par value $.001 per share (the “Parent Common Stock and 500,000 shares of Parent Preferred Stock”), . As of which not more than 2,700,000 shares will be, the date hereof and immediately prior to the Effective Time, issued and outstanding (inclusive of the there are 6,759,300 shares of Parent Common Stock to be issued at the Effective Time pursuant to Section 6.9 hereof, which for purposes of this Section 3.4, will be deemed issued and outstanding prior to the Effective Time), before taking into consideration the issuance of Parent Common Stock in the Private Placement and after taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, and (b) 10,000 shares of “blank check” preferred stockStock, par value $.001 per share0.001, of which 5,500 shares have been, or will be at the Closing, designated as Series A Convertible Preferred Stock (the "Parent Series A Preferred Stock"), of which no shares are issued and outstanding on the date hereof, prior to taking into consideration the issuance of a minimum of 4,500 and 0 shares of Parent Series A Preferred Stock issued and outstanding. Other than as provided in Article III of this Agreement in connection with securities to be issued or to become issuable in connection with or as a result of the Private Placement at the Closing. Except as disclosed in Schedule 3.4Merger, Parent has no outstanding options, warrants, rights or commitments to issue shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. There are no registration rights or similar rights applicable to any shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessablenon-assessable, and none of such shares have been issued in violation of the preemptive rights of any person. All of the shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder.

Capitalization of Parent. The As of the date hereof, the authorized capital stock of Parent consists of (a) 50,000,000 90,000,000 shares of common stock, par value $.001 per share (the “Parent Common Stock and 10,000,000 shares of Parent Preferred Stock”), . As of which not more than 2,700,000 shares will be, the date hereof and immediately prior to the Effective Time, issued and outstanding (inclusive of the there are 3,892,857 shares of Parent Common Stock to be issued at the Effective Time pursuant to Section 6.9 hereof, which for purposes of this Section 3.4, will be deemed issued and outstanding prior to the Effective Time), before taking into consideration the issuance of Parent Common Stock in the Private Placement and after taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, and (b) 10,000 shares of “blank check” preferred stockStock, par value $.001 per share0.001, of which 5,500 shares have been, or will be at the Closing, designated as Series A Convertible Preferred Stock (the "Parent Series A Preferred Stock"), of which no shares are issued and outstanding on the date hereof, prior to taking into consideration the issuance of a minimum of 4,500 and 0 shares of Parent Series A Preferred Stock issued and outstanding. Other than as provided in Article III of this Agreement in connection with securities to be issued or to become issuable in connection with or as a result of the Private Placement at the Closing. Except as disclosed in Schedule 3.4Merger, Parent has no outstanding options, warrants, rights or commitments to issue shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. There are no registration rights or similar rights applicable to any shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessablenon-assessable, and none of such shares have been issued in violation of the preemptive rights of any person. All of the shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder.

Capitalization of Parent. The As of the date hereof, the authorized capital stock of Parent consists of (a) 50,000,000 450,000,000 shares of common stock, par value $.001 per share (the “Parent Common Stock and 10,000,000 shares of Parent Preferred Stock”), . As of which not more than 2,700,000 shares will be, the date hereof and immediately prior to the Effective Time, issued and outstanding (inclusive of the there are 111,111,120 shares of Parent Common Stock to be issued at the Effective Time pursuant to Section 6.9 hereof, which for purposes of this Section 3.4, will be deemed issued and outstanding prior to the Effective Time), before taking into consideration the issuance of Parent Common Stock in the Private Placement and after taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, and (b) 10,000 shares of “blank check” preferred stockStock, par value $.001 per share0.001, of which 5,500 shares have been, or will be at the Closing, designated as Series A Convertible Preferred Stock (the "Parent Series A Preferred Stock"), of which no shares are issued and outstanding on the date hereof, prior to taking into consideration the issuance of a minimum of 4,500 and 0 shares of Parent Series A Preferred Stock issued and outstanding. Other than as provided in Article III of this Agreement in connection with securities to be issued or to become issuable in connection with or as a result of the Private Placement at the Closing. Except as disclosed in Schedule 3.4Merger, Parent has no outstanding options, warrants, rights or commitments to issue shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. There are no registration rights or similar rights applicable to any shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessablenon-assessable, and none of such shares have been issued in violation of the preemptive rights of any person. All of the shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder.

Capitalization of Parent. The As of the date hereof, the authorized capital stock of Parent consists of (a) 50,000,000 90,000,000 shares of common stock, par value $.001 per share (the “Parent Common Stock and 10,000,000 shares of Parent Preferred Stock”), . As of which not more than 2,700,000 shares will be, the date hereof and immediately prior to the Effective Time, issued and outstanding (inclusive of the there are 9,635,000 shares of Parent Common Stock to be issued at the Effective Time pursuant to Section 6.9 hereof, which for purposes of this Section 3.4, will be deemed issued and outstanding prior to the Effective Time), before taking into consideration the issuance of Parent Common Stock in the Private Placement and after taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, and (b) 10,000 shares of “blank check” preferred stockStock, par value $.001 per share0.001, of which 5,500 shares have been, or will be at the Closing, designated as Series A Convertible Preferred Stock (the "Parent Series A Preferred Stock"), of which no shares are issued and outstanding on outstanding. Other than as provided in Article III of this Agreement in connection with securities to be issued or to become issuable in connection with or as a result of the date hereof, prior to taking into consideration the issuance of a minimum of 4,500 shares of Parent Series A Preferred Stock in the Private Placement at the Closing. Except as disclosed in Schedule 3.4Merger, Parent has no outstanding options, warrants, rights or commitments to issue shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp.Merger Sub, and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp. Merger Sub There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. There are no registration rights or similar rights applicable to any shares of Parent Common Stock or any capital stock or other securities of Parent or Merger Sub. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessablenon-assessable, and none of such shares have been issued in violation of the preemptive rights of any person. All of the shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder.

Capitalization of Parent. The As of the date hereof, the authorized capital stock of Parent consists of (a) 50,000,000 190,000,000 shares of common stock, par value $.001 per share (the “Parent Common Stock”), Stock and 10,000,000 shares of which not more than 2,700,000 shares will be, preferred stock. As of the date hereof and immediately prior to the Effective Time, issued and outstanding (inclusive of the there are 113,000,000 shares of Parent Common Stock to be issued at the Effective Time pursuant to Section 6.9 hereof, which for purposes of this Section 3.4, will be deemed issued and outstanding prior to the Effective Time), before taking into consideration the issuance of Parent Common Stock in the Private Placement and after taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, and (b) 10,000 shares of “blank check” preferred stockStock, par value $.001 per share0.001, of which 5,500 shares have been, or will be at the Closing, designated as Series A Convertible Preferred Stock (the "Parent Series A Preferred Stock"), of which no shares are issued and outstanding on the date hereof, prior to taking into consideration the issuance of a minimum of 4,500 and no shares of Parent Series A Preferred Stock preferred stock issued and outstanding. Other than as provided in Article III of this Agreement in connection with securities to be issued or to become issuable in connection with or as a result of the Private Placement at the Closing. Except as disclosed in Schedule 3.4Merger, Parent has no outstanding options, rights or commitments Convertible Securities to issue shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares Convertible Securities of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. There are no registration rights or similar rights applicable to any shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessablenon-assessable, and none of such shares have been issued in violation of the preemptive rights of any person. All of the shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder.

Capitalization of Parent. The As of the date hereof, the authorized capital stock of Parent consists of (a) 50,000,000 100,000,000 shares of common stock, par value $.001 per share (the “Parent Common Stock and 25,000,000 shares of Parent Preferred Stock”), . As of which not more than 2,700,000 shares will be, the date hereof and immediately prior to the Effective Time, issued and outstanding (inclusive of the there are 72,902,960 shares of Parent Common Stock to be issued at the Effective Time pursuant to Section 6.9 hereof, which for purposes of this Section 3.4, will be deemed issued and outstanding prior to the Effective Time), before taking into consideration the issuance of Parent Common Stock in the Private Placement and after taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, and (b) 10,000 shares of “blank check” preferred stockStock, par value $.001 per share0.00001, of which 5,500 shares have been, or will be at the Closing, designated as Series A Convertible Preferred Stock (the "Parent Series A Preferred Stock"), of which no shares are issued and outstanding on the date hereof, prior to taking into consideration the issuance of a minimum of 4,500 and 1,155,000 shares of Parent Series A Preferred Stock in the Private Placement at the ClosingStock, par value $0.00001, issued and outstanding. Except as disclosed in Schedule 3.4to Company, Parent has no outstanding options, warrants, rights or commitments to issue shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. There are no registration rights or similar rights applicable to any shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessablenon- assessable, and none of such shares have been issued in violation of the preemptive rights of any personPerson. All of the shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder.

Capitalization of Parent. The As of the date hereof, the authorized capital stock of Parent consists of (a) 50,000,000 1,800,000,000 shares of common stock, par value $.001 per share (the “Parent Common Stock”), Stock and 40,000,000 shares of which not more than 2,700,000 shares will be, preferred stock. As of the date hereof and immediately prior to the Effective Time, issued and outstanding (inclusive of the there are 1,040,201,672 shares of Parent Common Stock to be issued at the Effective Time pursuant to Section 6.9 hereof, which for purposes of this Section 3.4, will be deemed issued and outstanding prior to the Effective Time), before taking into consideration the issuance of Parent Common Stock in the Private Placement and after taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, and (b) 10,000 shares of “blank check” preferred stockStock, par value $.001 per share0.0001, of which 5,500 shares have been, or will be at the Closing, designated as Series A Convertible Preferred Stock (the "Parent Series A Preferred Stock"), of which no shares are issued and outstanding on the date hereof, prior to taking into consideration the issuance of a minimum of 4,500 and 0 shares of Parent Series A Preferred Stock preferred stock issued and outstanding. Other than as provided in Article III of this Agreement in connection with securities to be issued or to become issuable in connection with or as a result of the Private Placement at the Closing. Except as disclosed in Schedule 3.4Merger, Parent has no outstanding options, rights or commitments Convertible Securities to issue shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares Convertible Securities of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. There are no registration rights or similar rights applicable to any shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessablenon-assessable, and none of such shares have been issued in violation of the preemptive rights of any person. All of the shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder.

Capitalization of Parent. The As of the date hereof, the authorized capital stock of Parent consists of (a) 50,000,000 shares of common stock, par value $.001 per share (the “Parent Common Stock and no shares of Parent Preferred Stock”), . As of which not more than 2,700,000 shares will be, the date hereof and immediately prior to the Effective Time, issued and outstanding (inclusive of the there are 3,707,500 shares of Parent Common Stock to be issued at the Effective Time pursuant to Section 6.9 hereof, which for purposes of this Section 3.4, will be deemed issued and outstanding prior to the Effective Time), before taking into consideration the issuance of Parent Common Stock in the Private Placement and after taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, and (b) 10,000 shares of “blank check” preferred stockStock, par value $.001 per share0.001, of which 5,500 shares have been, or will be at the Closing, designated as Series A Convertible Preferred Stock (the "Parent Series A Preferred Stock"), of which no shares are issued and outstanding on outstanding. Other than as provided in Article III of this Agreement in connection with securities to be issued or to become issuable in connection with or as a result of the date hereof, prior to taking into consideration the issuance of a minimum of 4,500 shares of Parent Series A Preferred Stock in the Private Placement at the Closing. Except as disclosed in Schedule 3.4Merger, Parent has no outstanding options, warrants, rights or commitments to issue shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp.Merger Sub, and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp. Merger Sub There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. There are no registration rights or similar rights applicable to any shares of Parent Common Stock or any capital stock or other securities of Parent or Merger Sub. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessablenon-assessable, and none of such shares have been issued in violation of the preemptive rights of any person. All of the shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder.

Capitalization of Parent. The As of the date hereof, the authorized capital stock of Parent consists of (a) 50,000,000 90,000,000 shares of common stock, par value $.001 per share (the “Parent Common Stock and 10,000,000 shares of Parent Preferred Stock”), . As of which not more than 2,700,000 shares will be, the date hereof and immediately prior to the Effective Time, issued and outstanding (inclusive of the there are 53,400,000 shares of Parent Common Stock to be issued at the Effective Time pursuant to Section 6.9 hereof, which for purposes of this Section 3.4, will be deemed issued and outstanding prior to the Effective Time), before taking into consideration the issuance of Parent Common Stock in the Private Placement and after taking into consideration the cancellation of Parent Common Stock as indicated in Section 7.2(f)(7)(iii) hereof, and (b) 10,000 shares of “blank check” preferred stockStock, par value $.001 per share0.001, of which 5,500 shares have been, or will be at the Closing, designated as Series A Convertible Preferred Stock (the "Parent Series A Preferred Stock"), of which no shares are issued and outstanding on the date hereof, prior to taking into consideration the issuance of a minimum of 4,500 and 0 shares of Parent Series A Preferred Stock issued and outstanding. Other than as provided in Article III of this Agreement in connection with securities to be issued or to become issuable in connection with or as a result of the Private Placement at the Closing. Except as disclosed in Schedule 3.4Merger, Parent has no outstanding options, warrants, rights or commitments to issue shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any capital stock or other Equity Security securities of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. There are no registration rights or similar rights applicable to any shares of Parent Common Stock or any capital stock or other securities of Parent or Acquisition Corp. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessablenon-assessable, and none of such shares have been issued in violation of the preemptive rights of any person. All of the shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time have been issued in compliance with the Securities Act and applicable state securities laws and (i) pursuant to effective registration statements filed with the Securities and Exchange Commission and/or (ii) in reliance on valid exemptions from registration or qualification thereunder.