Corporate Status; Outstanding Stock. Universal is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the power and authority to own its properties and to carry on its business as it is now being conducted. Universal has an authorized capital consisting of Twenty Million (20,000,000) shares of common stock, par value one-tenth of a cent ($0.001) per share, of which Three Million Eight Hundred Forty-Four Thousand Six Hundred (3,844,600) shares are issued and outstanding. All outstanding shares of Universal are validly issued, fully paid and non-assessable. There are no shares of Universal's capital stock held in its Treasury. There are no options, warrants, rights, stockholder agreements or other instruments or agreements outstanding giving any person the right to acquire any shares of capital stock of Universal nor are there any commitments to issue or execute any such option, warrants, rights, instruments or agreements; provided, however, Universal is currently offering shares of common stock for purchase.
Corporate Status; Outstanding Stock. Company is a corporation duly organized, validly existing under the laws of the State of Colorado, has all requisite power and authority to own or lease and operate its properties and to carry on its business as it is now being conducted and as currently proposed to be conducted. Company has authorized capital consisting of One Hundred Million (100,000,000) shares of Common Stock, of which thirty five million nine hundred fifty four thousand (35,924,000) shares are outstanding and owned 100% by the Sellers, all of which outstanding shares have been duly authorized and are validly issued, fully paid and non-assessable and free of preemptive or similar rights and are free and clear of all liens, pledges, security interests, claims or other encumbrances and restrictions on voting and transfer other than restrictions on transfer imposed by Federal and state securities laws. There are no shares of Company’s capital stock held in its treasury. There are no options, warrants, rights, shareholder agreements or other instruments or agreements outstanding giving any right to acquire any shares of capital stock of Company, nor are there any outstanding securities convertible into or exchangeable for any capital stock of the Company, nor are there any commitments to issue or execute any such options, warrants, rights, shareholder agreements, or other instruments or agreements. There are no outstanding stock appreciation rights or similar rights with respect to any of Company’s capital stock, nor are there any instruments or agreements giving anyone the right to acquire any such rights. The minute books and stock records of Company are complete and accurate and all signatures included therein are the genuine signatures of the persons indicated as signing. True, correct and complete copies of Company’s minute books and stock records, including Company’s Articles of Incorporation and By-Laws, and all amendments to both, have been delivered to Purchaser. Company is not in default under or in violation of any provision of its Articles of Incorporation or its By-Laws.
Corporate Status; Outstanding Stock. BF is a corporation ----------------------------------- duly organized, validly existing and in good standing under the laws of the State of Florida and has the power and authority to own its properties and to carry on its business as it is now being conducted. BF is not required to and has not qualified to do business as a foreign corporation in any jurisdiction. BF has an authorized capital consisting of (i) Five Million (5,000,000) shares of preferred stock none of which is issued or outstanding and (ii) Fifty Million (50,000,000) shares of common stock, par value one-tenth of a cent ($0.001) per share, of which nine hundred twenty-five thousand (925,000) shares are issued and outstanding. All outstanding shares of BF are validly issued, fully paid and non-assessable. There are no shares of BF's capital stock held in its Treasury. There are no options, warrants, rights, stockholder agreements or other instruments or agreements outstanding giving any person the right to acquire any shares of capital stock of BF nor are there any commitments to issue or execute any such option, warrants, rights, instruments or agreements. The minute books and stock records of BF are complete and accurate and all signatures included therein are the genuine signatures of the persons whose signatures are required. True, correct and complete copies of BF's Articles of Incorporation and By-Laws, and all amendments to both, shall have been delivered to Universal before the Effective Time.
Corporate Status; Outstanding Stock. PSI is a corporation duly organized, validly existing and in good standing under the laws of the State of Connecticut, has the power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business as a foreign corporation in the jurisdictions specified in Schedule 2.1, which constitutes all the jurisdictions in which such qualification is required in which PSI conducts any business. PSI has an authorized capital consisting of 2000 shares of Common Stock, no par value per share. PSI has shares outstanding and owned by the Shareholders as set forth on Exhibit A, all of which outstanding shares are validly issued, fully paid and non-assessable. There are no shares of PSI's capital stock held in its treasury. There are no options, warrants, rights, shareholder agreements or other instruments or agreements outstanding giving any person the right to acquire any shares of capital stock of PSI, nor are there any commitments to issue or execute any such options, warrants, rights, shareholder agreements, or other instruments or agreements, other than those in Schedule 2.1. There are no outstanding stock appreciation rights or similar rights measured with respect to any of PSI's or any Subsidiary's capital stock, nor are there any instruments or agreements giving anyone the right to acquire any such rights, except those listed in Schedule 2.1. The minute books and stock records of PSI are complete and accurate and all signatures included therein are the genuine signatures of the persons indicated as signing. True, correct and complete copies of PSI's minute books and stock records, including PSI's Certificate of Incorporation and By-Laws and all amendments to both, have been delivered to Prograph. PSI is not in default under or in violation of any provision of its Certificate of Incorporation or its By-Laws.
Corporate Status; Outstanding Stock
