Common use of Organization; Capitalization Clause in Contracts

Organization; Capitalization. Creative Vistas is a duly organized and validly existing corporation in good standing under the laws of the State of Arizona, authorized to issue an aggregate of 100,000,000 shares of no par value Common Stock and 50,000 shares of no par value Preferred Stock. On the Closing Date, there will be issued and outstanding no more than 10,000,000 shares of Common Stock, all of which such issued and outstanding shares will be validly issued, fully paid and nonassessable. On the Closing Date, there will be issued and outstanding no shares of Preferred Stock. Except as contemplated by this Agreement, on the Closing Date there will be no issued or outstanding securities and no issued or outstanding options, warrants or other rights, or commitments or agreements of any kind, contingent or otherwise, to purchase or otherwise acquire capital stock of Creative Vistas or any issued or outstanding securities of any nature convertible into capital stock other than the 10,000,000 shares of Common Stock which are currently outstanding. There is no proxy or any other agreement, arrangement or understanding of any kind authorized, effective or outstanding which restricts, limits or otherwise affects the right to vote any shares of Common Stock. No shares of capital stock of Creative Vistas were issued in violation of the preemptive rights of any person or entity.

Organization; Capitalization. Creative Vistas is a duly organized and validly existing corporation in good standing under the laws of the State of Arizona, authorized to issue an aggregate of 100,000,000 shares of no par value common stock ("Common Stock Stock") and 50,000 shares of no par value preferred stock ("Preferred Stock"). On the Closing Date, there will be issued and outstanding no more than 10,000,000 shares of Common Stock, all of which such issued and outstanding shares will be validly issued, fully paid and nonassessable. On the Closing Date, there will be issued and outstanding no shares of Preferred Stock. Except as contemplated by this Agreement, on On the Closing Date Date, there will be no issued or outstanding securities and no issued or outstanding options, warrants or other rights, or commitments or agreements of any kind, contingent or otherwise, to purchase or otherwise acquire capital stock of Creative Vistas or any issued or outstanding securities of any nature convertible into capital stock other than the 10,000,000 shares of Common Stock which are currently outstanding. There is no proxy or any other agreement, arrangement or understanding of any kind authorized, effective or outstanding which restricts, limits or otherwise affects the right to vote any shares of Common Stock. No shares of capital stock of Creative Vistas were issued in violation of the preemptive rights of any person or entity.