Common use of Organization, Capitalization, etc Clause in Contracts

Organization, Capitalization, etc. (a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the state of Nevada, and is qualified in no other state. (b) The authorized capital stock of the Company consists of 100,000,000 shares of common stock, par value $0.00001 per share, 24,080,000 of which are validly issued and outstanding, fully paid and nonassessable. All of the shares owned by the Sellers are owned free and clear of any liens, claims, options, charges, or encumbrances of whatsoever nature. The Sellers have the unqualified right to sell, assign, and deliver the Shares, and, upon consummation of the transactions contemplated by this Agreement, the Buyers will acquire good and valid title to the Shares, free and clear of all liens, claims, options, charges, and encumbrances of whatsoever nature. The Buyers acknowledge that the Shares being acquired from the Sellers are restricted securities as that term is defined in Rule 144 of the Securities Act of 1933, as amended (the “Act”). There are no outstanding options or other agreements of any nature whatsoever relating to the issuance by the Company of any shares of its capital stock. (c) The Company has the corporate power and authority to carry on its business as presently conducted.

Organization, Capitalization, etc. (a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the state of Nevada, and is qualified in no other state. (b) The authorized capital stock of the Company consists of 100,000,000 shares of common stockshares, $0.00001 par value $0.00001 per share, 24,080,000 30,299,250 of which are validly issued and outstanding, fully paid and nonassessable. All of the shares owned by the Sellers are owned free and clear of any liens, claims, options, options charges, or encumbrances of whatsoever nature. The Sellers have the unqualified right to sell, assign, and deliver the Shares, and, upon consummation of the transactions contemplated by this Agreement, the Buyers Buyer will acquire good and valid title to the Shares, free and clear of all liens, claims, options, charges, and encumbrances of whatsoever nature. The Buyers acknowledge Buyer acknowledges that the Shares being acquired from the Sellers are restricted securities as that term is defined in Rule 144 of the Securities Act of 1933, as amended (the “"Act”"). There are no outstanding options or other agreements of any nature whatsoever relating to the issuance by the Company of any shares of its capital stock. (c) The Company has the corporate power and authority to carry on its business as presently conducted.

Organization, Capitalization, etc. (a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the state of Nevada, and is qualified in no other state. (b) The authorized capital stock of the Company consists of 100,000,000 shares of common stockshares, $0.00001 par value $0.00001 per share, 24,080,000 20,352,125 of which are validly issued and outstanding, fully paid and nonassessable. All of the shares owned by the Sellers are owned free and clear of any liens, claims, options, charges, or encumbrances of whatsoever nature. The Sellers have the unqualified right to sell, assign, and deliver the Shares, and, upon consummation of the transactions contemplated by this Agreement, the Buyers Buyer will acquire good and valid title to the Shares, free and clear of all liens, claims, options, charges, and encumbrances of whatsoever nature. The Buyers acknowledge Buyer acknowledges that the Shares being acquired from the Sellers are restricted securities as that term is defined in Rule 144 of the Securities Act of 1933, as amended (the “"Act”"). There are no outstanding options or other agreements of any nature whatsoever relating to the issuance by the Company of any shares of its capital stock. (c) . The Company has the corporate power and authority to carry on its business as presently conducted.

Organization, Capitalization, etc. (a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the state of Nevada, and is qualified in no other state. (b) The authorized capital stock of the Company consists of 100,000,000 shares of common stock200,000,000 shares, par value $0.00001 per share, 24,080,000 6,920,000 of which are validly issued and outstanding, fully paid and nonassessable. All of the shares owned by the Sellers are owned free and clear of any liens, claims, options, charges, or encumbrances of whatsoever nature. The Sellers have the unqualified right to sell, assign, and deliver the Shares, and, upon consummation of the transactions contemplated by this Agreement, the Buyers Buyer will acquire good and valid title to the Shares, free and clear of all liens, claims, options, charges, and encumbrances of whatsoever nature. The Buyers acknowledge Buyer acknowledges that the Shares being acquired from the Sellers are restricted securities as that term is defined in Rule 144 of the Securities Act of 1933, as amended (the “Act”). There are no outstanding options or other agreements of any nature whatsoever relating to the issuance by the Company of any shares of its capital stock. (c) The Company has the corporate power and authority to carry on its business as presently conducted.

Organization, Capitalization, etc. (a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the state of Nevada, and is qualified in no other state. (b) The authorized capital stock of the Company consists of 100,000,000 shares of common stockshares, $0.00001 par value $0.00001 per share, 24,080,000 79,267,407 of which are validly issued and outstanding, fully paid and nonassessable. All of the shares owned by the Sellers are owned free and clear of any liens, claims, options, charges, or encumbrances of whatsoever nature. The Sellers have the unqualified right to sell, assign, and deliver the Shares, and, upon consummation of the transactions contemplated by this Agreement, the Buyers Buyer will acquire good and valid title to the Shares, free and clear of all liens, claims, options, charges, and encumbrances of whatsoever nature. The Buyers acknowledge Buyer acknowledges that the Shares being acquired from the Sellers are restricted securities as that term is defined in Rule 144 of the Securities Act of 1933, as amended (the “"Act”"). There are no outstanding options or other agreements of any nature whatsoever relating to the issuance by the Company of any shares of its capital stock. (c) The Company has the corporate power and authority to carry on its business as presently conducted.

Organization, Capitalization, etc. (a) The Company Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the state of Nevada, and is qualified in no other state. (b) The authorized capital stock of the Company Buyer consists of 100,000,000 shares of common stock, $0.00001 par value $0.00001 per share, 24,080,000 6,011,198 of which are validly issued and outstanding, fully paid and nonassessable. All of There are no other securities other than as disclosed in Buyer's most recent Form 10-KSB as filed with the shares owned by the Sellers are owned free Securities and clear of any liens, claims, options, charges, or encumbrances of whatsoever natureExchange Commission. The Sellers have Buyer has the unqualified right to sell, assignissue, and deliver the Shares, and, upon consummation of the transactions contemplated by this Agreement, the Buyers Buyer will acquire good and valid title to the Shares, free and clear of all liens, claims, options, charges, and encumbrances of whatsoever nature. The Buyers acknowledge Buyer acknowledges that the Shares being acquired from the Sellers Seller are "restricted securities securities" as that term is defined in Rule 144 of the Securities Act of 1933, as amended (the “"Act”"). There are no outstanding options or other agreements of any nature whatsoever relating to the issuance by the Company of any shares of its capital stock. (c) The Company Buyer has the corporate power and authority to carry on its business as presently conducted.

Organization, Capitalization, etc. (a) The Company Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the state of Nevada, and is qualified in no other state. (b) The authorized capital stock of the Company Buyer consists of 100,000,000 shares of common stock, $0.00001 par value $0.00001 per share, 24,080,000 30,311,000 of which are validly issued and outstanding, fully paid and nonassessable. All of There are no other securities other than as disclosed in Buyer's most recent Form 10-KSB as filed with the shares owned by the Sellers are owned free Securities and clear of any liens, claims, options, charges, or encumbrances of whatsoever natureExchange Commission. The Sellers have Buyer has the unqualified right to sell, assignissue, and deliver the Shares, and, upon consummation of the transactions contemplated by this Agreement, the Buyers Buyer will acquire good and valid title to the Shares, free and clear of all liens, claims, options, charges, and encumbrances of whatsoever nature. The Buyers acknowledge Buyer acknowledges that the Shares being acquired from the Sellers Seller are "restricted securities securities" as that term is defined in Rule 144 of the Securities Act of 1933, as amended (the “"Act”"). There are no outstanding options or other agreements of any nature whatsoever relating to the issuance by the Company of any shares of its capital stock. (c) The Company Buyer has the corporate power and authority to carry on its business as presently conducted.

Organization, Capitalization, etc. (a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the state of Nevada, and is qualified in no other state. (b) The authorized capital stock of the Company consists of 100,000,000 shares of common stockshares, par value $0.00001 per share, 24,080,000 6,011,198 of which are validly issued and outstanding, fully paid and nonassessable. All of the shares owned by the Sellers are owned free and clear of any liens, claims, options, charges, or encumbrances of whatsoever nature. The Sellers have the unqualified right to sell, assign, and deliver the Shares, and, upon consummation of the transactions contemplated by this Agreement, the Buyers Buyer will acquire good and valid title to the Shares, free and clear of all liens, claims, options, charges, and encumbrances of whatsoever nature. The Buyers acknowledge Buyer acknowledges that the Shares being acquired from the Sellers are restricted securities as that term is defined in Rule 144 of the Securities Act of 1933, as amended (the “"Act”"). There are no outstanding options or other agreements of any nature whatsoever relating to the issuance by the Company of any shares of its capital stock. (c) The Company has the corporate power and authority to carry on its business as presently conducted.

Organization, Capitalization, etc. (a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the state of Nevada, and is qualified in no other state. (b) The authorized capital stock of the Company consists of 100,000,000 shares of common stock, $0.001 par value $0.00001 per share, 24,080,000 1,800,000 of which are validly issued and outstanding, fully paid and nonassessablenon-assessable. All of the shares owned by the Sellers are owned free and clear of any liens, claims, options, charges, or encumbrances of whatsoever nature. The Sellers have the unqualified right to sell, assign, and deliver the Shares, and, upon consummation of the transactions contemplated by this Agreement, the Buyers Buyer will acquire good and valid title to the Shares, free and clear of all liens, claims, options, charges, and encumbrances of whatsoever nature. The Buyers acknowledge Buyer acknowledges that the Shares being acquired from the Sellers are restricted securities as that term is defined in Rule 144 of the Securities Act of 1933, as amended (the “"Act”"). There are no outstanding options or other agreements of any nature whatsoever relating to the issuance by the Company of any shares of its capital stock. (c) The Company has the corporate power and authority to carry on its business as presently conducted.