Common use of Parent and Merger Sub Capital Structure Clause in Contracts

Parent and Merger Sub Capital Structure. (a) The authorized capital stock of Parent consists of 350,000,000 shares of Common Stock, $.001 par value per share, of which as of the date of this Agreement, there were 247,999,950 shares issued and outstanding, and 25,000,000 shares of Preferred Stock, $.001 par value per share, of which no shares are issued or outstanding as of the date of this Agreement. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights created by statute, the Articles of Incorporation or Bylaws of Parent or any agreement or document to which Parent is a party or by which it is bound. The authorized capital stock of Merger Sub consists of 75,000,000 shares of Common Stock, $.001 par value per share, one (1) share of which, as of the date hereof, are issued and outstanding and is held by Parent. Merger Sub was formed on February 8, 2012, for the purpose of consummating a merger with a then as yet unidentified business, has no material assets or liabilities except as necessary for such purpose and has not, and prior to the Effective Time will not have, conducted any business except as necessary for such purpose.

Parent and Merger Sub Capital Structure. (a) The authorized capital stock of Parent consists of 350,000,000 100,000,000 shares of Common Stock, par value $.001 par value per share, of which all or substantially all of such 100,000,000 shares of common stock are issued and outstanding as of the date of this Agreement, there were 247,999,950 shares issued and outstanding, Agreement and 25,000,000 shares of Preferred Stock, par value $.001 par value per share, of which no shares are issued or outstanding as of the date of this Agreement. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights created by statute, the Articles of Incorporation or Bylaws of Parent or any agreement or document to which Parent is a party or by which it is bound. The authorized capital stock of Merger Sub consists of 75,000,000 1,000 shares of Common Stock, $.001 0.001 par value per share, one (1) share all of which, as of the date hereof, are issued and outstanding and is are held by Parent. Merger Sub was formed on February 8April 26, 20122005, for the purpose of consummating a merger with a then as yet unidentified businessthe Merger, has no material assets or liabilities except as necessary for such purpose and has not, and prior to the Effective Time will not have, conducted any business except as necessary for such purpose.

Parent and Merger Sub Capital Structure. (a) The authorized capital stock of Parent consists of 350,000,000 500,000,000 shares of Common Stock, par value $.001 par value per share, of which all or substantially all of such 13,365,962 shares of common stock are issued and outstanding as of the date of this Agreement, there were 247,999,950 shares issued Agreement and outstanding, and 25,000,000 100,000,000 shares of Preferred Stock, par value $.001 par value per share, of which no 4,632,520 shares are issued or outstanding as of the date of this Agreement. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights created by statute, the Articles of Incorporation or Bylaws of Parent or any agreement or document to which Parent is a party or by which it is bound. The authorized capital stock of Merger Sub consists of 75,000,000 shares one share of Common Stock, $.001 0.001 par value per share, one (1) share all of which, as of the date hereof, are issued and outstanding and is are held by Parent. Merger Sub was formed on with an effective date of February 825, 20122006, for the purpose of consummating a merger with a then as yet unidentified businessthe Merger, has no material assets or liabilities except as necessary for such purpose and has not, and prior to the Effective Time Date will not have, conducted any business except as necessary for such purpose.

Parent and Merger Sub Capital Structure. (a) The authorized capital stock of Parent consists of 350,000,000 200,000,000 shares of Common Stock, $.001 par value per share, of which as of the date of this Agreement, there were 247,999,950 30,825,000 shares issued and outstanding, and 25,000,000 shares of Preferred Stock, $.001 par value per share, of which no shares are issued or outstanding as of the date of this Agreement. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights created by statute, the Articles of Incorporation or Bylaws of Parent or any agreement or document to which Parent is a party or by which it is bound. The authorized capital stock of Merger Sub consists of 75,000,000 shares an unlimited number of Common Stock, $.001 par value per shareLLC membership interests, one (1) share of which, as of the date hereof, are is issued and outstanding and is held by Parent. Merger Sub was formed on February 8November 9, 2012, for the purpose of consummating a merger with a then as yet unidentified business, has no material assets or liabilities except as necessary for such purpose and has not, and prior to the Effective Time will not have, conducted any business except as necessary for such purpose.

Parent and Merger Sub Capital Structure. (a) The authorized capital stock of Parent consists of 350,000,000 shares of Common Stock, $.001 par value per share, of which as of the date of this Agreement, there were 247,999,950 87,650,000 shares issued and outstanding, and 25,000,000 shares of Preferred Stock, $.001 par value per share, of which no shares are issued or outstanding as of the date of this Agreement. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights created by statute, the Articles of Incorporation or Bylaws of Parent or any agreement or document to which Parent is a party or by which it is bound. The authorized capital stock of Merger Sub consists of 75,000,000 shares of Common Stock, $.001 par value per share, one (1) share of which, as of the date hereof, are issued and outstanding and is held by Parent. Merger Sub was shall formed no later than on February 8November 27, 2012, for the purpose of consummating a merger with a then as yet unidentified businessthe Company, has and will have no material assets or liabilities except as necessary for such purpose and has not, and prior to the Effective Time will not have, conducted any business except as necessary for such purpose.