Common use of Organization and Good Standing; Capitalization Clause in Contracts

Organization and Good Standing; Capitalization. (a) The Company (and each Subsidiary) is duly organized, validly existing and in good standing under the laws of the state of Nevada and has the corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now conducted and as it is proposed to be conducted. The Company is in good standing under the laws of each jurisdiction in which the conduct of its business or the ownership of its properties or assets requires such qualification or authorization. (b) All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. Except as disclosed on Schedule 4.1(b) (i) there is no option, warrant, call, right, commitment or other agreement of any character to which the Company is a party, (ii) there are no securities of the Company outstanding which upon conversion or exchange, and (iii) there are no share appreciation rights, or other similar rights based on securities of the Company which, in the case of clause (i), (ii) or (iii), would require the issuance, sale or transfer of any additional shares of capital stock or other equity securities of the Company or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase share capital or other equity securities of the Company. Other than as contemplated by this Agreement or Transaction Documents (as defined in Section 4.2), the Company is not a party to, nor is it aware of, any voting trust or other voting, stockholders or similar agreement with respect to any of the securities of the Company or of any agreement relating to the issuance, sale, redemption, transfer or other disposition of the shares of capital stock on other securities of the Company.

Organization and Good Standing; Capitalization. (a) The Company (and each Subsidiary) is duly organized, validly existing and in good standing under the laws of the state of Nevada Illinois and has the corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now conducted and as it is proposed to be conducted. The Company is duly qualified or authorized to do business as a foreign limited liability company and is in good standing under the laws of each jurisdiction in which the conduct of its business or the ownership of its properties or assets requires such qualification or authorization. The Company’s Articles of Incorporation and Operating Agreement are attached to Schedule 4.1. (b) All The Seller is the outstanding shares owner of capital stock all of the Company Membership Interests of the Company, all of which have been duly authorized, and are validly issued, fully paid and non-assessable. Except as disclosed on Schedule 4.1(b) (i) there The Company has no other securities issued and outstanding other than the Membership Interests being purchased by the Purchaser. There is no option, warrant, call, right, commitment or other agreement of any character to which the Company is a party, (ii) there are no securities of the Company outstanding which upon conversion or exchangeexchange would result in the issuance of Membership Interests, and (iii) there are no share appreciation rights, or other similar rights based on securities of the Company which, in the case of clause clauses (i), (ii) or (iii), would require the issuance, sale or transfer of Membership Interests or any additional shares of capital stock or other equity securities of the Company Company, or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase share capital Membership Interests or other equity securities of the Company. Other than as contemplated by this Agreement or Transaction Documents (as defined in Section 4.2), Neither the Seller nor the Company is not a party to, nor is it either of them aware of, any voting trust or other voting, stockholders or similar voting agreement with respect to any of the securities of the Company or of any agreement relating to the issuance, sale, redemption, transfer or other disposition of the shares of capital stock Membership Interests on other securities of the Company.

Organization and Good Standing; Capitalization. (a) The Company (and each Subsidiary) Subsidiary is duly organized, validly existing and in good standing under the laws of the state of Nevada Delaware and has the corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now conducted and as it is proposed to be conducted. The Company is duly qualified or authorized to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which the conduct of its business or the ownership of its properties or assets requires such qualification or authorization. (b) All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. Except for the Option and as disclosed in the SEC Reports (as defined in Section 4.9 hereof) or on Schedule 4.1(b) (i) there is no option, warrant, call, right, commitment or other agreement of any character to which the Company is a party, (ii) there are no securities of the Company outstanding which upon conversion or exchange, and (iii) there are no share appreciation rights, or other similar rights based on securities of the Company which, in the case of clause (i), (ii) or (iii), would require the issuance, sale or transfer of any additional shares of capital stock or other equity securities of the Company or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase share capital or other equity securities of the Company. Other than as disclosed in the SEC Reports and contemplated by this Agreement or Transaction Documents (as defined in Section 4.2), the Company is not a party to, nor is it aware of, any voting trust or other voting, stockholders or similar agreement with respect to any of the securities of the Company or of any agreement relating to the issuance, sale, redemption, transfer or other disposition of the shares of capital stock on other securities of the Company.

Organization and Good Standing; Capitalization. (a) The Company (and each Subsidiary) is duly organized, validly existing and in good standing under the laws of the state of Nevada and has the corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now conducted and as it is proposed to be conducted. The Company is in good standing under the laws of each jurisdiction in which the conduct of its business or the ownership of its properties or assets requires such qualification or authorization. (b) All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. Except as disclosed on Schedule 4.1(b) -------------- (i) there is no option, warrant, call, right, commitment or other agreement of any character to which the Company is a party, (ii) there are no securities of the Company outstanding which upon conversion or exchange, and (iii) there are no share appreciation rights, or other similar rights based on securities of the Company which, in the case of clause (i), (ii) or (iii), would require the issuance, sale or transfer of any additional shares of capital stock or other equity securities of the Company or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase share capital or other equity securities of the Company. Other than as contemplated by this Agreement or Transaction Documents (as defined in Section ------- 4.2), the Company is not a party to, nor is it aware of, any --- voting trust or other voting, stockholders or similar agreement with respect to any of the securities of the Company or of any agreement relating to the issuance, sale, redemption, transfer or other disposition of the shares of capital stock on other securities of the Company.

Organization and Good Standing; Capitalization. (a) The Company (and each Subsidiary) is duly organized, validly existing and in good standing under the laws of the state of Nevada and has the corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now conducted and as it is proposed to be conducted. The Company is in good standing under the laws of each jurisdiction in which the conduct of its business or the ownership of its properties or assets requires such qualification or authorization. (b) All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. Except as disclosed on Schedule 4.1(b) (i) there is no -------------- option, warrant, call, right, commitment or other agreement of any character to which the Company is a party, (ii) there are no securities of the Company outstanding which upon conversion or exchange, and (iii) there are no share appreciation rights, or other similar rights based on securities of the Company which, in the case of clause (i), (ii) or (iii), would require the issuance, sale or transfer of any additional shares of capital stock or other equity securities of the Company or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase share capital or other equity securities of the Company. Other than as contemplated by this Agreement or Transaction Documents (as defined in Section 4.2), the Company is not a party to, nor is it aware of, any ------------ voting trust or other voting, stockholders or similar agreement with respect to any of the securities of the Company or of any agreement relating to the issuance, sale, redemption, transfer or other disposition of the shares of capital stock on other securities of the Company.