Common use of Capitalization of the Company Clause in Contracts

Capitalization of the Company. The authorized capital stock of the Company consists of 1,000,000. The Company has no authority to issue any other capital stock. There are 1,000 shares of Company Common Stock issued and outstanding, and such shares are duly authorized, validly issued, fully paid and nonassessable. The Company has no outstanding warrants, stock options, rights or commitments to issue Company Common Stock, or other Equity Securities of the Company, and there are no outstanding securities convertible or exercisable into or exchangeable for Company Common Stock or other Equity Securities of the Company.

Capitalization of the Company. The authorized capital stock of the Company consists of 1,000,000. The Company has no authority to issue any other capital stock. There are 1,000 24,000,000 shares of Company Common Stock issued and outstanding, and such shares are duly authorized, validly issued, fully paid and nonassessable. The Company has no outstanding warrants, stock options, rights or commitments to issue Company Common Stock, or other Equity Securities $01 par value per share and 1,000,000 shares of the CompanyPreferred Stock, of which shares of common stock were issued and there are outstanding as of , 2004 and no shares of Preferred Stock were outstanding securities convertible or exercisable into or exchangeable for Company as of this date. All such issued and outstanding shares of Common Stock or other Equity Securities of the Companyand Preferred Stock have been duly authorized and validly issued and are full paid and non-assessable.

Capitalization of the Company. The authorized capital stock of the Company consists of 1,000,000. The Company has no authority to issue any other capital stock. There are 1,000 an unlimited number of shares of Company Common Stock issued and preferred stock, no par value, of which 8,000,000 shares of Common Stock and no shares of preferred stock are outstanding, and such . All outstanding shares are duly authorized, validly issued, fully paid and nonassessablenon-assessable. The Following the issuance of Company has no outstanding warrantsShares, stock options, rights or commitments to issue Company Common Stock, or other Equity Securities the capitalization of the Company, and there are no outstanding securities convertible or exercisable into or exchangeable for Company Common Stock or other Equity Securities shall be 40,000,000 shares of the Companycommon stock.

Capitalization of the Company. The authorized capital stock of the Company consists of 1,000,000. The Company has no authority to issue any other capital stock. There are 1,000 20,000,000 shares of Company Common Stock issued and outstandingStock, par value $.001 per share, of which 10,000,000 shares will be outstanding at Closing, and such 1,000,000 shares of preferred stock, none of which is outstanding. All outstanding shares are duly authorized, validly issued, fully paid and nonassessable. The Company has no outstanding warrants, stock options, rights or commitments to issue Company Common Stock, or other Equity Securities of the Company, and there are no outstanding securities convertible or exercisable into or exchangeable for Company Common Stock or other Equity Securities of the Companynon-assessable.

Capitalization of the Company. The authorized capital stock of the Company consists of 1,000,000is 25,000 shares. The Company has no authority to issue any other capital stock. There are 1,000 only issued and outstanding shares of capital stock of the Company are 9,771 shares of Common Stock issued and outstandingStock, and such shares all of which are duly authorized, validly issued, fully paid and nonassessablenon-assessable. The Company has There are no outstanding preemptive rights, subscriptions, warrants, stock options, rights contracts, commitments, understandings, restrictions or commitments to issue Company Common Stock, calls or other Equity Securities rights of any kind with regard to any shares of the CompanyCommon Stock or any other capital security of the Company of any kind, and there are no outstanding securities convertible or exercisable into or exchangeable for Company Common Stock or other Equity Securities of the Company.capital appreciation rights, phantom stock plans,

Capitalization of the Company. The authorized capital stock of the Company consists of 1,000,000. The Company has no authority to issue any other capital stock. There are 1,000 100,000,000 shares of Company Common Stock of which approximately 6,000,000 are issued and outstanding, and such shares are duly authorized, validly issued, fully paid and nonassessablenon-assessable. The Company has There are no outstanding warrants, stock options, rights or commitments to issue Company Common Stockpreemptive rights, or other Equity Securities rights to purchase or acquire any shares of the Company, 's capital stock. No securities of the Company are either directly or indirectly convertible into or exchangeable for shares of capital stock of the Company and there are no outstanding securities convertible stock appreciation, phantom or exercisable into similar rights based on the book value or exchangeable for Company Common Stock or any other Equity Securities attribute of any capital stock of the Company.

Capitalization of the Company. The authorized capital stock of the Company consists of 1,000,000. The Company has no authority to issue any other capital stock. There are 1,000 7,500 shares of Common Stock, par value $10.00 per share, of which 150 shares are outstanding and owned by Seller, and no shares are held in the Company's treasury. All outstanding shares of capital stock of the Company Common Stock have been validly issued and outstanding, and such shares are duly authorized, validly issued, fully paid and nonassessable. The Company has no outstanding warrants, stock options, rights or commitments to issue Company Common Stock, or other Equity Securities of the Company, and there are no outstanding securities convertible or exercisable into or exchangeable for Company Common Stock or other Equity Securities of the Company.no

Capitalization of the Company. The authorized capital Capital stock of the Company consists of 1,000,000. The Company has no authority to issue any other capital stock. There are 1,000 1000 shares of Company Common Stock of which 600 shares are validly issued and outstanding, and such shares all of which are duly authorized, validly issued, fully paid and nonassessablenonassessable and free of preemptive rights. The Company has There are no outstanding options, warrants, stock optionsconvertible securities or other rights, rights agreements, arrangements or commitments obligating the Company or Sellers to issue Company Common Stock, or other Equity Securities sell any shares of capital stock of the Company, and there are no outstanding securities convertible or exercisable into or exchangeable for Company Common Stock or other Equity Securities . No dividends have been declared with respect to any shares of the Company's capital stock which have not been paid.

Capitalization of the Company. The authorized capital stock of the Company consists of 1,000,000. The Company has no authority to issue any other capital stock. There are 1,000 (a) 30,000,000 shares of common stock and, after giving effect to the transactions contemplated herein and all other issuances of capital stock of the Company Common Stock on or prior to the date hereof, 16,712,908 shares of common stock will be issued and outstanding, outstanding and such 731,707 shares are duly authorized, validly issued, fully paid and nonassessable. The Company has no outstanding warrants, stock options, rights or commitments to issue Company Common Stock, or other Equity Securities of the Company, and there are no outstanding securities convertible or exercisable into or exchangeable for Company Common Stock or other Equity Securities of the Company.will be

Capitalization of the Company. The authorized capital stock of the Company consists of 1,000,00025,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, each par value $0.001 per share. The Company has no authority to issue any other capital stock. There are 1,000 will reserve a sufficient number of authorized but unissued shares of Company Common Stock issued and outstanding(or, and such shares are duly authorizedif required, validly issued, fully paid and nonassessable. The Company has no outstanding warrants, stock options, rights or commitments to issue Company Common Stock, or other Equity Securities securities) for issuance upon exercise of any of the Company, and there are no outstanding securities convertible or exercisable into or exchangeable for Company Common Stock or other Equity Securities of the CompanyOptions.

Capitalization of the Company. The authorized capital stock of the Company consists of 1,000,000. The 100,000,000 shares of Company Common Stock, and the Company has no authority to issue any other capital stock. There are 1,000 7,850,000 shares of Company Common Stock issued and outstanding, and such shares are duly authorized, validly issued, fully paid and nonassessable. The Company has no outstanding warrants, stock options, rights or commitments to issue Company Common Stock, Stock or other Equity Securities of the Company, and there are no outstanding securities convertible or exercisable into or exchangeable for Company Common Stock or other Equity Securities of the Company.

Capitalization of the Company. The As of the date hereof, the Company's authorized capital stock consists of 1,000 shares of common stock, $.10 par value per share, of which 475 have been issued and are outstanding. Seller is the record and beneficial owner of the Shares which constitute all of the issued and outstanding capital stock of the Company consists of 1,000,000Company. The Company has no authority to issue any other capital stock. There are 1,000 shares of Company Common Stock issued and outstanding, and such shares Shares are duly authorized, validly issued, fully paid and nonassessable. The Company has no outstanding warrants, stock options, rights or commitments to issue Company Common Stock, or other Equity Securities of the Companynon-assessable, and there are no outstanding securities convertible free of any contractual or exercisable into or exchangeable for Company Common Stock or other Equity Securities of the Companystatutory preemptive rights.

Capitalization of the Company. The authorized capital stock of the Company consists of 1,000,000200,000,000 shares of Common Stock, and 10,000,000 shares of "blank check" preferred stock, par value $0.0001 per share. The Notes to be issued to the Purchasers have been duly authorized. The Company has no authority shall also have duly authorized the issuance of up to issue any other capital stock. There are 1,000 18,000,000 shares of Company Common Stock issued and outstanding, and such shares are duly authorized, validly issued, fully paid and nonassessable. The Company has no outstanding warrants, stock options, rights or commitments to issue Company Common Stock, or other Equity Securities of issuable in connection with the Company, and there are no outstanding securities convertible or exercisable into or exchangeable for Company Common Stock or other Equity Securities of the CompanyFinancing.

Capitalization of the Company. The authorized capital stock of the Company consists of 1,000,000. The 70,000,000 shares of Company has Common Stock, $.000001 par value, and no authority to issue any other capital stockshares of Company Preferred Stock. There are 1,000 70,000,000 shares of Company Common Stock issued and outstanding, and such shares are duly authorized, validly issued, fully paid and nonassessable. The Company has no outstanding warrants, stock options, rights or commitments to issue Company Common Stock, or other Equity Securities As of the Companydate hereof, and there are no outstanding securities convertible or exercisable into or exchangeable for Company Common Stock bonds, debentures, notes or other Equity Securities of indebtedness having the right to vote on any matters on which the Company’s stockholders may vote issued or outstanding.

Capitalization of the Company. The authorized capital stock of the Company consists entirely of 1,000,000. The Company has no authority to issue any other capital stock. There are 1,000 one thousand (1,000) shares of Company Common Stock common stock, par value $1.00 per share. No shares of such capital stock are issued and outstanding, and such or outstanding except for 100 shares are duly authorized, validly issued, fully paid and nonassessable. The Company has no outstanding warrants, of common stock options, rights or commitments to issue Company Common Stock, or other Equity Securities of the Company, Company which are owned of record and there are no outstanding securities convertible or exercisable into or exchangeable for Company Common Stock or other Equity Securities of beneficially by the CompanyShareholders in the respective numbers set forth in Schedule 3.1.

Capitalization of the Company. The authorized capital stock of the Company consists of 1,000,000. The Company has no authority to issue any other capital stock. There are 1,000 20,000,000 shares of Company Common Stock issued and Stock, par value $.0001 per share, of which approximately 424,600 shares are outstanding, and such no shares of preferred stock. All outstanding shares are duly authorized, validly issued, fully paid and nonassessable. The Company has no outstanding warrants, stock options, rights or commitments to issue Company Common Stock, or other Equity Securities of the Company, and there are no outstanding securities convertible or exercisable into or exchangeable for Company Common Stock or other Equity Securities of the Companynon-assessable.

Capitalization of the Company. The authorized capital stock of the Company consists of 1,000,000. The 15,000,000 shares of Company Common Stock, and the Company has no authority to issue any other capital stock. There are 1,000 11,546,705 shares of Company Common Stock issued and outstanding, and such shares are duly authorized, validly issued, fully paid and nonassessable. The Except as disclosed in Schedule 1.7(a)(i), the Company has no outstanding warrants, stock options, rights or commitments to issue Company Common Stock, Stock or other Equity Securities of the Company, and there are no outstanding securities convertible or exercisable into or exchangeable for Company Common Stock or other Equity Securities of the Company.

Capitalization of the Company. The authorized capital stock of the Company consists of 1,000,000. The Company has no authority to issue any other capital stock. There are 1,000 20,000,000 shares of Company Common Stock issued and outstandingStock, par value $.001 per share, of which 2,250,000 shares shall be outstanding immediately prior to the close of the Merger, and such 1,000,000 shares of preferred stock, none of which is outstanding or will be outstanding at the close of the Merger. All outstanding shares are duly authorized, validly issued, fully paid and nonassessablenon-assessable. The Following the merger issuance of Company has no outstanding warrantsShares, stock options, rights or commitments to issue Company Common Stock, or other Equity Securities the capitalization of the Company, and there are no outstanding securities convertible or exercisable into or exchangeable for Company Common Stock or other Equity Securities shall be 15,000,000 shares of the Companycommon stock.

Capitalization of the Company. The authorized capital stock of the Company consists solely of 1,000,0009,000 shares of common stock, $0.01 per share par value. The Except for the Shares, there are no shares of capital stock of the Company has no authority to issue any other capital stockissued or outstanding. There are 1,000 shares of Company Common Stock issued and outstandingno authorized or outstanding subscriptions, and such shares are duly authorizedoptions, validly issuedconvertible securities, fully paid and nonassessable. The Company has no outstanding warrants, stock options, calls or other rights of any kind issued or commitments to issue Company Common Stockgranted by, or other Equity Securities binding upon, Seller or the Company to purchase or otherwise acquire any security of the Company, and there are no outstanding securities convertible or exercisable into or exchangeable for Company Common Stock or other Equity Securities of equity interest in the Company.

Capitalization of the Company. The authorized capital stock of the Company consists of 1,000,000. The 70,000,000 shares of Company has Common Stock, $.000001 par value, and no authority to issue any other capital stockshares of Company Preferred Stock. There are 1,000 70,000,000 shares of Company Common Stock issued and outstanding, and such shares are duly authorized, validly issued, fully paid and nonassessable. The Company has no outstanding warrants, stock options, rights or commitments to issue Company Common Stock, or other Equity Securities As of the Companydate hereof, and there are no outstanding securities convertible or exercisable into or exchangeable for Company Common Stock bonds, debentures, notes or other Equity Securities of indebtedness having the right to vote on any matters on which the Company's stockholders may vote issued or outstanding.

Capitalization of the Company. The authorized capital stock of the Company consists of 1,000,000. The Company has no authority to issue any other capital stock. There are 1,000 100,000 shares of Company Common Stock of which 10,000 are issued and outstanding, and such shares are duly authorized, validly issued, fully paid and nonassessablenon-assessable. The Company has There are no outstanding warrants, stock options, rights or commitments to issue Company Common Stockpreemptive rights, or other Equity Securities rights to purchase or acquire any shares of the Company, 's capital stock. No securities of the Company are either directly or indirectly convertible into or exchangeable for shares of capital stock of the Company and there are no outstanding securities convertible stock appreciation, phantom or exercisable into similar rights based on the book value or exchangeable for Company Common Stock or any other Equity Securities attribute of any capital stock of the Company.

Capitalization of the Company. The authorized capital stock of the Company consists of 1,000,000Five Hundred (500). The Company has no authority to issue any other capital stock. There are 1,000 Five Hundred (500) shares of Company Common Stock issued and outstanding, and such shares are duly authorized, validly issued, fully paid and nonassessable. The Company has no outstanding warrants, stock options, rights or commitments to issue Company Common Stock, or other Equity Securities of the Company, and there are no outstanding securities convertible or exercisable into or exchangeable for Company Common Stock or other Equity Securities of the Company.

Capitalization of the Company. The authorized capital stock of the Company consists of 1,000,000. The Company has no authority to issue any other capital 100,000,000 shares of Common Stock and 10,000,000 shares of preferred stock. There are 1,000 550,000 shares of Company Common Stock issued and outstanding, all of which are held by DYP, and such no shares are of preferred stock outstanding. All shares of Common Stock outstanding have been duly authorized, validly issued, issued and are fully paid and nonassessablenon-assessable. The Company has no outstanding warrantsExcept as expressed herein, stock options, rights or commitments to issue Company Common Stock, or other Equity Securities of the Company, and there are no outstanding securities options, warrants, or similar rights convertible into or exercisable into or exchangeable for Company Common Stock or other Equity Securities any securities of the CompanyCompany or any obligation of the Company to issues securities to any person or entity.

Capitalization of the Company. The authorized capital stock of the Company consists of 1,000,000. The Company has no authority to issue any other capital stock. There are 1,000 20,000,000 shares of Company Common Stock issued and Stock, par value $.001 per share, of which 1,273,800 shares are outstanding, and such 1,000,000 shares of preferred stock, none of which is outstanding. All outstanding shares are duly authorized, validly issued, fully paid and nonassessablenon-assessable. The Following the issuance of Company has no outstanding warrantsShares, stock optionsthe share cancellation described in Section 6.02 and, rights or commitments to issue Company Common Stockand the placements described in Section 6.01, or other Equity Securities the capitalization of the Company, and there are no outstanding securities convertible or exercisable into or exchangeable for Company Common Stock or other Equity Securities shall be 5,095,200 shares of the Companycommon stock.

Capitalization of the Company. The authorized capital stock of the Company consists entirely of 1,000,000. The Company has no authority to issue any other capital stock. There are 1,000 1,000,000 shares of Company Common Stock common stock, no par value. No shares of such capital stock are issued and outstanding, and such or outstanding except for 295,658 shares are duly authorized, validly issued, fully paid and nonassessable. The Company has no outstanding warrants, of common stock options, rights or commitments to issue Company Common Stock, or other Equity Securities of the Company, Company that are owned of record and there are no outstanding securities convertible or exercisable into or exchangeable for Company Common Stock or other Equity Securities of beneficially by Shareholders in the Companyrespective numbers set forth in Schedule 3.1.

Capitalization of the Company. The authorized capital stock of the Company consists of 1,000,000. The Company has no authority to issue any other capital stock. There are 1,000 20,000,000 shares of Company Common Stock issued and Stock, par value $.001 per share, of which 3,977,800 shares are outstanding, and such 1,000,000 shares of preferred stock, none of which is outstanding. All outstanding shares are duly authorized, validly issued, fully paid and nonassessablenon-assessable. The Following the issuance of Company has no outstanding warrantsShares, stock options, rights or commitments to issue Company Common Stock, or other Equity Securities the capitalization of the Company, and there are no outstanding securities convertible or exercisable into or exchangeable for Company Common Stock or other Equity Securities shall be 19,977,800 shares of the Companycommon stock.

Capitalization of the Company. The authorized capital stock of the Company consists of 1,000,000. The 100,000,000 shares of Company has no authority to issue any other capital stock. There Common Stock, US$0.01 par value, of which 35,668,290 shares are 1,000 outstanding, and such shares of Company Common Stock issued and outstanding, and such shares are duly authorized, validly issued, fully paid and nonassessable. The Company has no outstanding warrantsnon-assessable, stock options, rights or commitments to issue Company Common Stock, or other Equity Securities and none of such shares have been issued in violation of the Companypreemptive rights of any natural person, and there are no outstanding securities convertible corporation, business trust, association, limited liability company, partnership, joint venture, other entity, government, agency or exercisable into or exchangeable for Company Common Stock or other Equity Securities of the Companypolitical subdivision (each, a “Person”).

Capitalization of the Company. The authorized capital stock of the Company consists of 1,000,000. The 10,000 shares of Company Common Stock, and the Company has no authority to issue any other capital stock. There are 1,000 8,150 shares of Company Common Stock issued and outstanding, and such shares are duly authorized, validly issued, fully paid and nonassessable. The Company has no outstanding warrants, stock options, rights or commitments to issue Company Common Stock, Stock or other Equity Securities of the Company, and there are no outstanding securities convertible or exercisable into or exchangeable for Company Common Stock or other Equity Securities of the Company.