Common use of Capitalization of the Company Clause in Contracts

Capitalization of the Company. As of the date hereof, the authorized capital stock of the Company consists of (i) five million (5,000,000) shares of common stock, at no par value, of which one (1) share is outstanding and owned by the Seller and (ii) no shares of preferred stock. There are or will be at Closing, no outstanding options, warrants, agreements, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire shares of capital stock of the Company.

Capitalization of the Company. As of the date hereof, the The authorized capital stock of the Company consists of (i) five million (5,000,000) an unlimited number of shares of common Common Stock and preferred stock, at no par value, of which one (1) share is outstanding 8,000,000 shares of Common Stock and owned by the Seller and (ii) no shares of preferred stockstock are outstanding. There All outstanding shares are or will duly authorized, validly issued, fully paid and non-assessable. Following the issuance of Company Shares, the capitalization of the Company shall be at Closing, no outstanding options, warrants, agreements, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire 40,000,000 shares of capital stock of the Companycommon stock.

Capitalization of the Company. As of the date hereof, the The authorized capital stock of the Company consists of (i) five million (5,000,000) 20,000,000 shares of common stockCommon Stock, at no par valuevalue $.001 per share, of which one (1) share is 10,000,000 shares will be outstanding at Closing, and owned by the Seller and (ii) no 1,000,000 shares of preferred stock, none of which is outstanding. There All outstanding shares are or will be at Closingduly authorized, no outstanding optionsvalidly issued, warrants, agreements, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire shares of capital stock of the Companyfully paid and non-assessable.

Capitalization of the Company. As of the date hereof, the The authorized capital stock of the Company consists of (i) five million (5,000,000) shares of common stock, at 1,000,000. The Company has no par value, of which one (1) share is outstanding and owned by the Seller and (ii) no shares of preferred authority to issue any other capital stock. There are or will be at Closing1,000 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, warrants, agreements, conversion rights, preemptive rights or commitments to issue Company Common Stock, or other rights to subscribe forEquity Securities of the Company, purchase and there are no outstanding securities convertible or otherwise acquire shares of capital stock exercisable into or exchangeable for Company Common Stock or other Equity Securities of the Company.

Capitalization of the Company. As of the date hereof, the The authorized capital stock of the Company consists of (i) five million (5,000,000) 20,000,000 shares of Common Stock, par value $.001 per share, of which 2,250,000 shares shall be outstanding immediately prior to the close of the Merger, and 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 non-assessable. Following the merger issuance of Company Shares, the capitalization of the Company shall be 15,000,000 shares of common stock, at no par value, of which one (1) share is outstanding and owned by the Seller and (ii) no shares of preferred stock. There are or will be at Closing, no outstanding options, warrants, agreements, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire shares of capital stock of the Company.

Capitalization of the Company. As of the date hereof, the The authorized capital stock of the Company consists of (i) five million (5,000,000) 100,000,000 shares of common stock, at no par value, Common Stock of which one (1) share is outstanding approximately 6,000,000 are issued and owned by the Seller outstanding, fully paid and (ii) no shares of preferred stocknon-assessable. There are or will be at Closing, no outstanding warrants, options, warrants, agreements, conversion preemptive rights, preemptive rights or other rights to subscribe for, purchase or otherwise 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 stock appreciation, phantom or similar rights based on the book value or any other attribute of any capital stock of the Company.

Capitalization of the Company. As of the date hereof, the (a) The authorized capital stock of the Company consists of (i) five million (5,000,000) 1,000,000 shares of common stock, at no par value, of which one 100,000 shares of common stock are issued and outstanding; all of which are owned (1beneficially and of record) share is outstanding and owned by the Seller and (ii) Sellers. Except for the Shares, there are no shares of preferred stock. There are or will be at Closing, no outstanding options, warrants, agreements, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire shares of capital stock securities of the CompanyCompany issued or outstanding. All of the Shares have been duly authorized, are validly issued, fully paid and non-assessable and no personal liability attaches to the ownership thereof.

Capitalization of the Company. As of the date hereof, the (a) The authorized capital stock of the Company consists of (i) five million (5,000,000) 5,000 shares of common stock, at no par valuevalue $1.00 per share, of which one (1) share is 5,000 shares are currently outstanding. All of such outstanding shares were duly authorized, validly issued and are fully paid and non-assessable. The Shares are owned of record and beneficially by the Seller and (ii) no shares the Shares are free and clear of preferred stock. There are or will be at Closingany liens, no outstanding optionscharges, warrantspledges, agreementssecurity interests, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire shares of capital stock of the Companyencumbrances.

Capitalization of the Company. As of the date hereof, the (a) The authorized capital stock of the Company consists of (i) five million (5,000,000) 1,000,000 shares of common stock, at no par valueCommon Stock, of which one (1) share is 181,942 shares of Common Stock are issued and outstanding and owned by constitute the Seller Shares. The Shares have been duly authorized and (ii) no shares validly issued and are fully paid, non-assessable and free of preferred stock. There are or will be at Closing, no outstanding options, warrants, agreements, conversion preemptive rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire shares of capital stock of the Company.

Capitalization of the Company. As of the date hereof, the The authorized capital stock of the Company consists solely of (i) five million (5,000,000) 9,000 shares of common stock, at no $0.01 per share par value. Except for the Shares, of which one (1) share is outstanding and owned by the Seller and (ii) there are no shares of preferred stock. There are or will be at Closing, no outstanding options, warrants, agreements, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire shares of capital stock of the Company issued or outstanding. There are no authorized or outstanding subscriptions, options, convertible securities, warrants, calls or other rights of any kind issued or granted by, or binding upon, Seller or the Company to purchase or otherwise acquire any security of or equity interest in the Company.

Capitalization of the Company. As of the date hereof, the (a) The authorized capital stock of the Company consists of (i) five million (5,000,000) 1,000,000 shares of common stock, at no par value, of which one 500 shares of common stock are issued and outstanding; all of which are owned (1beneficially and of record) share is outstanding and owned by the Seller and (ii) Sellers. Except for the Shares, there are no shares of preferred stock. There are or will be at Closing, no outstanding options, warrants, agreements, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire shares of capital stock securities of the CompanyCompany issued or outstanding. All of the Shares have been duly authorized, are validly issued, fully paid and non-assessable and no personal Liability attaches to the ownership thereof.

Capitalization of the Company. As of the date hereof, the authorized capital stock capitalization of the Company consists of (i) five million (5,000,000) 1,000,000 shares of common stockCommon Stock, at no par value, of which one (1) share is 100,000 shares are issued and outstanding. All of the issued and outstanding and owned shares of the Company are held by the Seller Shareholders, and (ii) no shares of preferred stockare validly issued, fully paid and non-assessable. There are or will be at Closing, no outstanding optionsrights, subscriptions, warrants, agreementscalls, conversion rights, preemptive rights options or other rights agreements of any kind to subscribe for, purchase or otherwise acquire receive from the Shareholders or the Company, and there are no securities convertible into or exchangeable for, any shares of capital stock of the Company.

Capitalization of the Company. As of the date hereof, the The authorized capital stock of the Company consists of Five Hundred (i) five million (5,000,000) shares of common stock, at 500). The Company has no par value, of which one (1) share is outstanding and owned by the Seller and (ii) no shares of preferred authority to issue any other capital stock. There are or will be at ClosingFive 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, warrants, agreements, conversion rights, preemptive rights or commitments to issue Company Common Stock, or other rights to subscribe forEquity Securities of the Company, purchase and there are no outstanding securities convertible or otherwise acquire shares of capital stock exercisable into or exchangeable for Company Common Stock or other Equity Securities of the Company.

Capitalization of the Company. As of the date hereof, the The authorized capital stock of the Company consists of (i) five million (5,000,000) 20,000,000 shares of common stockCommon Stock, at no par valuevalue per share, of which one (1) share is 15,034,824 shares will be outstanding at Closing, and owned by the Seller and (ii) no 2,000,000 shares of preferred stock, none of which is outstanding. There All outstanding shares are or will be at Closingduly authorized, no outstanding optionsvalidly issued, warrants, agreements, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire shares of capital stock of the Companyfully paid and non-assessable.

Capitalization of the Company. As of the date hereof, the 4.04(a). The authorized capital stock of the Company Company's consists solely of (i) five one million (5,000,0001,000,000) shares of common stockstock each, at no $.01 par value, of which one hundred thousand (1100,000) share is outstanding shares are issued and owned by the Seller outstanding, in each company and (ii) no shares of preferred stockare held as treasury shares. There are or will be at Closing, no outstanding options, warrants, agreements, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire All issued shares of capital stock of the CompanyCompany are duly authorized, validly issued and outstanding, fully paid, and nonassessable.

Capitalization of the Company. As of the date hereof, the Company's authorized capital stock of the Company consists of (i) five million (5,000,000) 1,000 shares of common stock, at no $.10 par valuevalue per share, of which one (1) share 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 and owned by the Seller and (ii) no shares of preferred stock. There are or will be at Closing, no outstanding options, warrants, agreements, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire shares of capital stock of the Company. The Shares are duly authorized, validly issued, fully paid and non-assessable, and are free of any contractual or statutory preemptive rights.

Capitalization of the Company. As of the date hereof, the (a) The authorized capital stock of the Company consists of (i) five million (5,000,000) 2,500 shares of common stock, at no par value, of which one 1,000 shares of common stock are issued and outstanding; all of which are owned (1beneficially and of record) share is outstanding and owned by the Seller and (ii) Seller. Except for the Shares, there are no shares of preferred stock. There are or will be at Closing, no outstanding options, warrants, agreements, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire shares of capital stock securities of the CompanyCompany issued or outstanding. All of the Shares have been duly authorized, are validly issued, fully paid and non-assessable and no personal Liability attaches to the ownership thereof.

Capitalization of the Company. As of the date hereof, the The authorized capital stock of the Company consists of (i) five million (5,000,000) 20,000,000 shares of Common Stock, par value $.001 per share, of which 1,273,800 shares are outstanding, and 1,000,000 shares of preferred stock, none of which is outstanding. All outstanding shares are duly authorized, validly issued, fully paid and non-assessable. Following the issuance of Company Shares, the share cancellation described in Section 6.02 and, and the placements described in Section 6.01, the capitalization of the Company shall be 5,095,200 shares of common stock, at no par value, of which one (1) share is outstanding and owned by the Seller and (ii) no shares of preferred stock. There are or will be at Closing, no outstanding options, warrants, agreements, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire shares of capital stock of the Company.

Capitalization of the Company. As of the date hereof, the The authorized capital stock of the Company consists of (i) five million (5,000,000) an unlimited number of shares of common Common Stock and preferred stock, at all no par value, of which one (1) share is outstanding and owned by the Seller and (ii) no 190,067,600 shares of preferred stock. There are or will be out­stand­ing at ClosingClosing (subject to Section 6.01 hereof). All outstanding shares are duly auth­orized, no outstanding optionsvalidly issued, warrants, agreements, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire shares of capital stock of the Companyfully paid and non-assessable.

Capitalization of the Company. As of the date hereof, the The authorized capital stock of the Company consists of (i) five million (5,000,000) 7,500 shares of common stockCommon Stock, at no par valuevalue $10.00 per share, of which one (1) share is 150 shares are outstanding and owned by the Seller Seller, and (ii) no shares of preferred stockare held in the Company's treasury. There are or will be at Closing, no All outstanding options, warrants, agreements, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire shares of capital stock of the Company.Company have been validly issued and are fully paid and nonassessable, and no

Capitalization of the Company. As of the date hereof, the The authorized capital Capital stock of the Company consists of (i) five million (5,000,000) 1000 shares of common stock, at no par value, Common Stock of which one (1) share is outstanding 600 shares are validly issued and owned by the Seller outstanding, all of which are fully paid and (ii) no shares nonassessable and free of preferred stockpreemptive rights. There are or will be at Closing, no outstanding options, warrants, convertible securities or other rights, agreements, conversion rights, preemptive rights arrangements or other rights commitments obligating the Company or Sellers to subscribe for, purchase issue or otherwise acquire sell any shares of capital stock of the Company. 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. As of the date hereof, the authorized capital stock of the Company consists of (i) five million (5,000,000) The Company's total authorized capitalization consists solely of 1,000 shares of common stockCommon Stock, at no par valuevalue $0.01 per share (the "Common Stock"), of which one (1) share is outstanding a total of only 100 shares are presently issued and outstanding, all of which are owned by the Seller and (ii) no Seller. The Company does not hold any shares of preferred stockits capital stock in its treasury. There are or will be at Closing, no All of the issued and outstanding options, warrants, agreements, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire shares of capital stock of the CompanyCompany have been duly authorized and validly issued and are fully paid and nonassessable.

Capitalization of the Company. (a) As of the date hereof, the authorized capital stock of the Company consists of (i) five million (5,000,000) 1,000,000 shares of common stock, at no par valuevalue $0.01 per share, of which one (1) share is 972,500 shares are issued and outstanding. The Shares are the sole outstanding and owned by the Seller and (ii) no shares of preferred stock. There are or will be at Closing, no outstanding options, warrants, agreements, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire shares of capital stock of the Company.