Common use of Representations and Warranties of Issuer Clause in Contracts

Representations and Warranties of Issuer. Issuer hereby represents and warrants to Investor, which representations and warranties, excepting (c) below, shall be deemed to be repeated by Issuer on each day on which any amounts payable under the Debt Securities Instrument, including interest, remain (i) unexchanged for shares of Issuer Common Stock hereunder, or (ii) unpaid and outstanding, that: (a) it is a corporation duly organized, validly existing, and in good standing under the Laws of the State of Nevada: (b) it has taken all requisite corporate and other action to authorize, and it has full corporate power and authority without any required further action, to (i) carry on its present business as current) conducted, (ii) own its properties and assets, (iii) execute, deliver, and perform all of its obligations under this Agreement, (iv) have borrowed and to repay with interest the indebtedness evidenced by the Debt Securities Instrument. and (v) issue and deliver to Investor or its designee any and all Exchange Shares potentially deliverable pursuant to this Agreement; (c) its capitalization as of the date of this Agreement includes (i) ___________ (_________) shares of Issuer Common Stock authorized, of which ________________ (_________) shares are issued and outstanding, and (ii) _____________ (_________) shares of Issuer preferred stock, par value $0.00001 per share authorized, of [Series A, B, C , D] are issued and outstanding, and _______________________ ( ) notes/debentures in the combined amount of______________ dollars ($ __________) that, in accordance with their terms, are "convertible" into capital stock of Issuer, issued and outstanding; (d) the Debt Securities Instrument constitutes a legal, valid and binding, and past due obligation of Issuer, enforceable against Issuer i n accordance with the terms thereof, subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law), there is no dispute relating to the validity of such obligation, and any defenses to its validity have been waived in their entirety: (e) the execution, delivery and performance of this Agreement, the payment of all amounts due under the Debt Securities Instrument by Issuer, and the consummation of the Transactions, do not and will not (i) violate any provision of its articles of incorporation or bylaws, (ii) conflict with or result in the breach of any material provision of, or give rise to a default under, any agreement with respect to indebtedness or of any other material agreement to which Issuer is a party or by which it or any of its properties or assets are bound (iii) conflict with any Law, statute, rule or regulation or any Order judgment or ruling of any court or other agency of government to which it is subject or any of its properties or assets may be bound or affected. in each case except where such conflict would not have a Material Adverse Effect on Issuer or (iv) result in the creation or imposition of any Lien, charge, mortgage, encumbrance or other security interest or any segregation of assets or revenues or other preferential arrangement ( whether or not constituting a security interest) with respect to any present or future assets, revenues or rights to the receipt of income of Issuer; (f) it is currently an SEC Reporting Company . (g) it is not a Shell Company, and, if it ever was a Shell Company, it (i) has ceased to be a Shell Company, (ii) has filed all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the twelve (I 2) month period immediately preceding the date of this Agreement (or for such shorter period as it has been required to file such reports and materials), other than current reports on Form 8-K, and (iii) has filed Current Form I 0 Information with the SEC reflecting its status as an entity that is no longer a Shell Company, and at least one (1) year has elapsed since such Current Form I 0 Information was filed: (h) the Issuer Common Stock currently trades publicly on the OTCQB market on under the symbol ''AJAC" and is not currently subject to any trading halts, suspensions, delistings or similar actions imposed by the SEC, FINRA, or any other regulatory or similar authorities and no members of its management or board of directors is aware or has any reason to be aware of any such threatened halts, suspensions, delistings or similar actions; (i) the Issuer Common Stock is currently DTC Eligible, Transfer Agent is participating in the OTC FAST Program, and no OTC "chill" has been imposed upon the Issuer Common Stock: (j) its management understands what a Gypsy Swap is and that such arrangements are deemed to constitute unlawful schemes to evade the registration requirements of the Securities Act, and has no knowledge of any such arrangements in connection with the Transactions; (k) there are no legal actions, suits, arbitration proceedings, investigations or other Proceedings pending or, to the reasonable knowledge of Issuer's officers or directors, threatened against Issuer which, if resolved unfavorably would have a Material Adverse Effect on the financial condition of Issuer or the validity or enforceability of, or Issuer's ability to perform its obligations under, the Debt Securities Instrument and/or this Agreement; and (l) all governmental and other consents, authorizations, approvals, licenses and orders that were required to have been obtained by Issuer with respect to the Debt Securities Instrument and/or its issuance were duly obtained and remain in full force and effect and all conditions of any such consents, Authorizations approvals, licenses and orders have been complied with.

Representations and Warranties of Issuer. Issuer hereby represents and warrants to Investor, which representations and warranties, excepting (c) below, shall be deemed to be repeated by Issuer on each day on which any amounts payable under the Debt Securities InstrumentSecurities, including interest, remain (i) unexchanged for shares of Issuer Common Stock hereunder, or (ii) unpaid and outstanding, that: (a) it is a corporation duly organized, validly existing, and in good standing under the Laws of the State of Nevada:Utah; (b) it has taken all requisite corporate and other action to authorize, and it has full corporate power and authority without any required further action, to (i) carry on its present business as current) currently conducted, (ii) own its properties and assets, (iii) execute, deliver, and perform all of its obligations under this Agreement, (iv) have borrowed and to repay with interest the indebtedness evidenced by the Debt Securities Instrument. Securities, and (v) issue and deliver to Investor or its designee any and all Exchange Shares potentially deliverable pursuant to this Agreement; (c) its capitalization as of the date of this Agreement includes (i) ___________ (_________) 900,000,000 shares of Issuer Common Stock authorized, of which ________________ (_________) 3 5 1 , 2 3 2 , 0 3 1 shares are issued and outstanding, and (ii) _____________ (_________) 6,200,000 shares of Issuer preferred stock, par value $0.00001 .0001 per share authorized, authorized of [Series A, B, C , D] B of which 5,00,000 are issued and outstanding, and _______________________ ( ) notes/debentures in the combined amount of______________ dollars ($ __________) that, in accordance with their terms, are "convertible" into capital stock of Issuer, issued and outstanding; (d) the Debt Securities Instrument constitutes constitute a legal, valid and binding, and past due obligation of Issuer, enforceable against Issuer i n in accordance with the terms thereof, subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors' ’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law), there is no dispute relating to the validity of such obligation, and any defenses to its validity have been waived in their entirety:; (e) the execution, delivery and performance of this Agreement, the payment of all amounts due under the Debt Securities Instrument by Issuer, and the consummation of the Transactions, do not and will not (i) violate any provision of its articles of incorporation or bylaws, (ii) conflict with or result in the breach of any material provision of, or give rise to a default under, any agreement with respect to indebtedness or of any other material agreement to which Issuer is a party or by which it or any of its properties or assets are bound bound, (iii) conflict with any Law, statute, rule or regulation or any Order Order, judgment or ruling of any court or other agency of government to which it is subject or any of its properties or assets may be bound or affected. , in each case except where such conflict would not have a Material Adverse Effect on Issuer Issuer, or (iv) result in the creation or imposition of any Lien, charge, mortgage, encumbrance or other security interest or any segregation of assets or revenues or other preferential arrangement ( (whether or not constituting a security interest) with respect to any present or future assets, revenues or rights to the receipt of income of Issuer; (f) it is currently an SEC Reporting Company OTCQB Company. (g) it is not a Shell Company, and, if it ever was a Shell Company, it (i) has ceased to be a Shell Company, ; (ii) has filed all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the twelve (I 212) month period immediately preceding the date of this Agreement (or for such shorter period as it has been required to file such reports and materials), other than current reports on Form 8-K, and (iii) has filed Current Form I 0 10 Information with the SEC reflecting its status as an entity that is no longer a Shell Company, and at least one (1) year has elapsed since such Current Form I 0 10 Information was filed:; (h) the Issuer Common Stock currently trades publicly on o n the OTCQB market on O T C QB under the symbol ''AJAC" “VATE” and is not currently subject to any trading halts, suspensions, delistings or similar actions imposed by the SEC, FINRA, or any other regulatory or similar authorities and no members of its management or board of directors is aware or has any reason to be aware of any such threatened halts, suspensions, delistings or similar actions; (i) the Issuer Common Stock is currently DTC Eligible, Transfer Agent is participating in the OTC DTC FAST Program, and no OTC "DTC “chill" ” has been imposed upon the Issuer Common Stock:; (j) its management understands what a Gypsy Swap is and that such arrangements are deemed to constitute unlawful schemes to evade the registration requirements of the Securities Act, and has no knowledge of any such arrangements in connection with the Transactions; (k) there are no legal actions, suits, arbitration proceedings, investigations or other Proceedings pending or, to the reasonable knowledge of Issuer's ’s officers or directors, threatened against Issuer which, if resolved unfavorably would have a Material Adverse Effect on the financial condition of Issuer or the validity or enforceability of, or Issuer's ’s ability to perform its obligations under, the Debt Securities Instrument and/or this Agreement; and (l) all governmental and other consents, authorizations, approvals, licenses and orders that were required to have been obtained by Issuer with respect to the Debt Securities Instrument and/or its issuance were duly obtained and remain in full force and effect and all conditions of any such consents, Authorizations Authorizations, approvals, licenses and orders have been complied with.

Representations and Warranties of Issuer. Issuer hereby represents and warrants to Investor, which representations and warranties, excepting (c) below, shall sbal1 be deemed to be repeated by Issuer on each day on which any amounts payable under the Debt Securities InstrumentSecurities, including interest, remain (i) unexchanged for shares of Issuer Common Stock hereunder, or (ii) unpaid and outstanding, that: (a) it is a corporation duly organized, validly existing, and in good standing under the Laws of the State of Nevada:; (b) it has taken all requisite corporate and other action to authorize, . and it has bas full corporate power and authority without any required further action, . to (i) carry on its present business as current) currently conducted, (ii) own its properties and assets, (iii) execute, deliver, and perform all of its obligations under this Agreement, (iv) have borrowed and to repay with interest the indebtedness evidenced by the Debt Securities Instrument. Securities, and (v) issue and deliver to Investor or its designee any and all Exchange Shares potentially deliverable pursuant to this Agreement; (c) its capitalization as of the date of this Agreement includes (i) ___________ (______ (____) shares of Issuer Common Stock authorized, of which ________________ _(______________) shares are issued and outstanding, and (ii) _________________ (_________________) shares of Issuer preferred stock, par value $0.00001 0.001 per share authorized, of [Series A, B, C ,B. C, D] are issued and outstanding, and _____________ (___________ ( ) notes/debentures in the combined amount ofof ______________ _dollars ($ $________________________) that, in accordance with their terms, are "convertible" into capital stock of Issuer, issued and outstanding; (d) the Debt Securities Instrument constitutes constitute a legal, valid and binding, and past due obligation of Issuer, enforceable against Issuer i n in accordance with the terms thereof, subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law), there is no dispute relating to the validity of such obligation, and any defenses to its validity have been waived in their entirety:; (e) the execution, delivery and performance of this Agreement, the payment of all amounts due under the Debt Securities Instrument by Issuer, and the consummation of the Transactions, . do not and will not (i) violate any provision of its articles of incorporation or bylaws, (ii) conflict with or result in the breach of any material provision of, or give rise to a default under, any agreement with respect to indebtedness or of any other material agreement to which Issuer is a party or by which it or any of its properties or assets are bound bound, (iii) conflict with any Law, statute, rule or regulation or any Order Order, judgment or ruling of any court or other agency of government to which it is subject or any of its properties or assets may be bound or affected. , in each case except where such conflict would not have a Material Adverse Effect on Issuer Issuer, or (iv) result in the creation or imposition of any Lien, charge, mortgage, encumbrance or other security interest or any segregation of assets or revenues or other preferential arrangement ( (whether or not constituting a security interest) with respect to any present or future assets, assets revenues or rights to the receipt of income of Issuerissuer; (f) it is currently an SEC Reporting Company Company. (g) it is not a Shell Company, and, if it ever was a Shell Company, it (i) has ceased to be a Shell Company, ; (ii) has filed all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the twelve (I 212) month period immediately preceding the date of this Agreement (or for such shorter period as it has been required to file such reports and materials), other than current reports on Form 8-K, K. and (iii) } has filed Current Form I 0 10 Information with the SEC reflecting its status as an entity that is no longer a Shell Company, and at least one (1) year has elapsed since such Current Form I 0 10 Information was filed:; (h) the Issuer Common Stock currently trades publicly on the OTCQB market on under the symbol ''AJAC"NYXO" and is not currently subject to any trading halts, suspensions, delistings or similar actions imposed by the SEC, FINRA, or any other regulatory or similar authorities and no members of its management or board of directors is aware or has any reason to be aware of any such threatened halts, suspensions, delistings or similar actions; (i) the Issuer Common Stock is currently DTC Eligible, Transfer Agent is participating in the OTC DTC FAST Program, and no OTC DTC "chill" has been imposed upon the Issuer Common Stock:; (j) its management understands what a Gypsy Swap is and that such arrangements are deemed to constitute unlawful schemes to evade the registration requirements of the Securities Act, and has no knowledge of any such arrangements in connection with the Transactions; (k) there are no legal actions, suits, arbitration proceedings, investigations or other Proceedings pending or, to the reasonable knowledge of Issuer's officers or directors, directors threatened against Issuer which, if resolved unfavorably would have a Material Adverse Effect on the financial condition of Issuer or the validity or enforceability of, or Issuer's ability to perform its obligations under, . the Debt Securities Instrument and/or this Agreement; and (l) all governmental and other consents, authorizations, approvals, licenses and orders that were required to have been obtained by Issuer with respect to the Debt Securities Instrument and/or its issuance were duly obtained and remain in full force and effect and all conditions of any such consents, Authorizations Authorizations, approvals, licenses and orders have been complied with.

Representations and Warranties of Issuer. Issuer hereby represents and warrants to Investor, which representations and warranties, excepting (c) below, shall be deemed to be repeated by Issuer on each day on which any amounts payable under the Debt Securities InstrumentSecurities, including interest, remain (i) unexchanged for shares of Issuer Common Stock hereunder, or (ii) unpaid and outstanding, that: (a) it is a corporation duly organized, validly existing, and in good standing under the Laws of the State of Nevada:; (b) it has taken all requisite corporate and other action to authorize, and it has full corporate power and authority without any required further action, to (i) carry on its present business as current) currently conducted, (ii) own its properties and assets, (iii) execute, deliver, and perform all of its obligations under this Agreement, (iv) have borrowed and to repay with interest the indebtedness evidenced by the Debt Securities Instrument. Securities, and (v) issue and deliver to Investor or its designee any and all Exchange Shares potentially deliverable pursuant to this Agreement; (c) its capitalization as of the date of this Agreement includes (i) ___________ (_________) 110,000,000 shares of Issuer Common Stock authorized, of which ________________ (_________) 42,620,000 shares are issued and outstanding, and (ii) _____________ (_________) NO shares of Issuer preferred stock, par value $0.00001 per share authorized, of [Series A, B, C , D] stock are issued and outstanding, and _______________________ ( ) NO OTHER notes/debentures in the combined amount of______________ dollars ($ __________) that, in accordance with their terms, are "“convertible" ” into capital stock of Issuer, issued and outstanding; (d) the Debt Securities Instrument constitutes constitute a legal, valid and binding, and past due obligation of Issuer, enforceable against Issuer i n in accordance with the terms thereof, subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors' ’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law), there is no dispute relating to the validity of such obligation, and any defenses to its validity have been waived in their entirety:; (e) the execution, delivery and performance of this Agreement, the payment of all amounts due under the Debt Securities Instrument by Issuer, and the consummation of the Transactions, do not and will not (i) violate any provision of its articles of incorporation or bylaws, (ii) conflict with or result in the breach of any material provision of, or give rise to a default under, any agreement with respect to indebtedness or of any other material agreement to which Issuer is a party or by which it or any of its properties or assets are bound bound, (iii) conflict with any Law, statute, rule or regulation or any Order Order, judgment or ruling of any court or other agency of government to which it is subject or any of its properties or assets may be bound or affected. , in each case except where such conflict would not have a Material Adverse Effect on Issuer Issuer, or (iv) result in the creation or imposition of any Lien, charge, mortgage, encumbrance or other security interest or any segregation of assets or revenues or other preferential arrangement ( (whether or not constituting a security interest) with respect to any present or future assets, revenues or rights to the receipt of income of Issuer; (f) it is currently an SEC Reporting Company Company. (g) it is not a Shell Company, and, if it ever was a Shell Company, it (i) has ceased to be a Shell Company, ; (ii) has filed all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the twelve (I 212) month period immediately preceding the date of this Agreement (or for such shorter period as it has been required to file such reports and materials), other than current reports on Form 8-K, and (iii) has filed Current Form I 0 10 Information with the SEC reflecting its status as an entity that is no longer a Shell Company, and at least one (1) year has elapsed since such Current Form I 0 10 Information was filed:; (h) the Issuer Common Stock currently trades publicly on the OTCQB market on under the symbol ''AJAC" “PUGE” and is not currently subject to any trading halts, suspensions, delistings or similar actions imposed by the SEC, FINRA, or any other regulatory or similar authorities and no members of its management or board of directors is aware or has any reason to be aware of any such threatened halts, suspensions, delistings or similar actions; (i) the Issuer Common Stock is currently DTC Eligible, Transfer Agent is participating in the OTC DTC FAST Program, and no OTC "DTC “chill" ” has been imposed upon the Issuer Common Stock:; (j) its management understands what a Gypsy Swap is and that such arrangements are deemed to constitute unlawful schemes to evade the registration requirements of the Securities Act, and has no knowledge of any such arrangements in connection with the Transactions; (k) there are no legal actions, suits, arbitration proceedings, investigations or other Proceedings pending or, to the reasonable knowledge of Issuer's ’s officers or directors, threatened against Issuer which, if resolved unfavorably would have a Material Adverse Effect on the financial condition of Issuer or the validity or enforceability of, or Issuer's ’s ability to perform its obligations under, the Debt Securities Instrument and/or this Agreement; and (l) all governmental and other consents, authorizations, approvals, licenses and orders that were required to have been obtained by Issuer with respect to the Debt Securities Instrument and/or its issuance were duly obtained and remain in full force and effect and all conditions of any such consents, Authorizations Authorizations, approvals, licenses and orders have been complied with.

Representations and Warranties of Issuer. Issuer hereby represents and warrants to Investor, which representations and warranties, excepting (c) below, shall be deemed to be repeated by Issuer on each day on which any amounts payable under the Debt Securities InstrumentSecurities, including interest, remain (i) unexchanged for shares of Issuer Common Stock hereunder, or (ii) unpaid and outstanding, that: (a) it is a corporation duly organized, validly existing, and in good standing under the Laws of the State of Nevada:; (b) it has taken all requisite corporate and other action to authorize, and it has full corporate power and authority without any required further action, to (i) carry on its present business as current) currently conducted, (ii) own its properties and assets, (iii) execute, deliver, and perform all of its obligations under this Agreement, (iv) have borrowed and to repay with interest the indebtedness evidenced by the Debt Securities Instrument. Securities, and (v) issue and deliver to Investor or its designee any and all Exchange Shares potentially deliverable pursuant to this Agreement; (c) its capitalization as of the date of this Agreement includes (i) ___________ (_________) $440,000,000 shares of Issuer Common Stock authorized, of which ________________ (_________) 432,261,787 shares are issued and outstanding, and (ii) _____________ (_________) 1,500,000 shares of Issuer preferred stock, par value $0.00001 .001 per share authorized, authorized of [Series A, B, C , D] A of which 1,173,041 are issued and outstanding, and _______________________ ( ) 14 notes/debentures in the combined amount of______________ dollars ($ __________) of $499,800 that, in accordance with their terms, are "convertible" into capital stock of Issuer, issued and outstanding; (d) the Debt Securities Instrument constitutes constitute a legal, valid and binding, and past due obligation of Issuer, enforceable against Issuer i n in accordance with the terms thereof, subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law), there is no dispute relating to the validity of such obligation, and any defenses to its validity have been waived in their entirety:; (e) the execution, delivery and performance of this Agreement, the payment of all amounts due under the Debt Securities Instrument by Issuer, and the consummation of the Transactions, do not and will not (i) violate any provision of its articles of incorporation or bylaws, (ii) conflict with or result in the breach of any material provision of, or give rise to a default under, any agreement with respect to indebtedness or of any other material agreement to which Issuer is a party or by which it or any of its properties or assets are bound bound, (iii) conflict with any Law, statute, rule or regulation or any Order Order, judgment or ruling of any court or other agency of government to which it is subject or any of its properties or assets may be bound or affected. , in each case except where such conflict would not have a Material Adverse Effect on Issuer Issuer, or (iv) result in the creation or imposition of any Lien, charge, mortgage, encumbrance or other security interest or any segregation of assets or revenues or other preferential arrangement ( (whether or not constituting a security interest) with respect to any present or future assets, revenues or rights to the receipt of income of Issuer; (f) it is currently an SEC Reporting Company Company. (g) it is not a Shell Company, and, if it ever was a Shell Company, it (i) has ceased to be a Shell Company, ; (ii) has filed all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the twelve (I 212) month period immediately preceding the date of this Agreement (or for such shorter period as it has been required to file such reports and materials), other than current reports on Form 8-K, and (iii) has filed Current Form I 0 10 Information with the SEC reflecting its status as an entity that is no longer a Shell Company, and at least one (1) year has elapsed since such Current Form I 0 10 Information was filed:; (h) the Issuer Common Stock currently trades publicly on the OTCQB market O T C P i n k on under the symbol ''AJAC"XCLK" and is not currently subject to any trading halts, suspensions, delistings or similar actions imposed by the SEC, FINRA, or any other regulatory or similar authorities and no members of its management or board of directors is aware or has any reason to be aware of any such threatened halts, suspensions, delistings or similar actions; (i) the Issuer Common Stock is currently DTC Eligible, Transfer Agent is participating in the OTC DTC FAST Program, and no OTC DTC "chill" has been imposed upon the Issuer Common Stock:; (j) its management understands what a Gypsy Swap is and that such arrangements are deemed to constitute unlawful schemes to evade the registration requirements of the Securities Act, and has no knowledge of any such arrangements in connection with the Transactions; (k) there are no legal actions, suits, arbitration proceedings, investigations or other Proceedings pending or, to the reasonable knowledge of Issuer's officers or directors, threatened against Issuer which, if resolved unfavorably would have a Material Adverse Effect on the financial condition of Issuer or the validity or enforceability of, or Issuer's ability to perform its obligations under, the Debt Securities Instrument and/or this Agreement; and (l) all governmental and other consents, authorizations, approvals, licenses and orders that were required to have been obtained by Issuer with respect to the Debt Securities Instrument and/or its issuance were duly obtained and remain in full force and effect and all conditions of any such consents, Authorizations Authorizations, approvals, licenses and orders have been complied with.

Representations and Warranties of Issuer. Issuer hereby represents and warrants to Investor, which representations and warranties, excepting (c) below, shall be deemed to be repeated by Issuer on each day on which any amounts payable under the Debt Securities InstrumentSecurities, including interest, remain (i) unexchanged for shares of Issuer Common Preferred Stock hereunder, or (ii) unpaid and outstanding, that: (a) it is a corporation duly organized, validly existing, and in good standing under the Laws of the State of Nevada:; (b) it has taken all requisite corporate and other action to authorize, and it has full corporate power and authority without any required further action, to (i) carry on its present business as current) currently conducted, (ii) own its properties and assets, (iii) execute, deliver, and perform all of its obligations under this Agreement, (iv) have borrowed and to repay with interest the indebtedness evidenced by the Debt Securities Instrument. Securities, and (v) issue and deliver to Investor or its designee any and all Exchange Shares potentially deliverable pursuant to this Agreement; (c) its capitalization as of the date of this Agreement includes (i) ___________ (_________) 75,000,000 shares of Issuer Common Stock authorized, of which ________________ (_________) 7,315,000 shares are issued and outstanding, and (ii) _____________ (_________) 650,000 shares of Issuer preferred stockPreferred Stock, par value $0.00001 .001 per share authorized, authorized of [Series A, B, C , D] A of which 0 are issued and outstanding, and _______________________ ( ) notes/debentures in the combined amount of______________ dollars ($ __________) that, in accordance with their terms, are "convertible" into capital stock of Issuer, issued and outstanding; (d) the Debt Securities Instrument constitutes Instruments constitute a legal, valid and binding, and past due obligation of Issuer, enforceable against Issuer i n in accordance with the terms thereof, subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors' ’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law), there is no dispute relating to the validity of such obligation, and any defenses to its validity have been waived in their entirety:; (e) the execution, delivery and performance of this Agreement, the payment of all amounts due under the Debt Securities Instrument Instruments by Issuer, and the consummation of the Transactions, do not and will not (i) violate any provision of its articles of incorporation or bylaws, (ii) conflict with or result in the breach of any material provision of, or give rise to a default under, any agreement with respect to indebtedness or of any other material agreement to which Issuer is a party or by which it or any of its properties or assets are bound bound, (iii) conflict with any Law, statute, rule or regulation or any Order Order, judgment or ruling of any court or other agency of government to which it is subject or any of its properties or assets may be bound or affected. , in each case except where such conflict would not have a Material Adverse Effect on Issuer Issuer, or (iv) result in the creation or imposition of any Lien, charge, mortgage, encumbrance or other security interest or any segregation of assets or revenues or other preferential arrangement ( preferential arrangement (whether or not constituting a security interest) with respect to any present or future assets, revenues or rights to the receipt of income of Issuer; (f) it is currently an SEC Reporting Company OTCPink Company. (g) it is not a Shell Company, and, if it ever was a Shell Company, it (i) has ceased to be a Shell Company, (ii) has filed all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the twelve (I 2) month period immediately preceding the date of this Agreement (or for such shorter period as it has been required to file such reports and materials), other than current reports on Form 8-K, and (iii) has filed Current Form I 0 Information with the SEC reflecting its status as an entity that is no longer a Shell Company, and at least one (1) year has elapsed since such Current Form I 0 Information was filed:Intentionally Omitted; (h) the Issuer Common Stock currently trades publicly on the OTCQB market on OTCPink under the symbol ''AJAC" “MGOM” and is not currently subject to any trading halts, suspensions, delistings or similar actions imposed by the SEC, FINRA, or any other regulatory or similar authorities and no members of its management or board of directors is aware or has any reason to be aware of any such threatened halts, suspensions, delistings or similar actions; (i) the Issuer Common Stock is currently DTC Eligible, Transfer Agent is participating in the OTC DTC FAST Program, and no OTC "DTC “chill" ” has been imposed upon the Issuer Common Stock:; (j) its management understands what a Gypsy Swap is and that such arrangements are deemed to constitute unlawful schemes to evade the registration requirements of the Securities Act, and has no knowledge of any such arrangements in connection with the Transactions; (k) there are no legal actions, suits, arbitration proceedings, investigations or other Proceedings pending or, to the reasonable knowledge of Issuer's ’s officers or directors, threatened against Issuer which, if resolved unfavorably would have a Material Adverse Effect on the financial condition of Issuer or the validity or enforceability of, or Issuer's ’s ability to perform its obligations under, the Debt Securities Instrument and/or this Agreement; and (l) all governmental and other consents, authorizations, approvals, licenses and orders that were required to have been obtained by Issuer with respect to the Debt Securities Instrument and/or its issuance were duly obtained and remain in full force and effect and all conditions of any such consents, Authorizations Authorizations, approvals, licenses and orders have been complied with.

Representations and Warranties of Issuer. Issuer hereby represents and warrants to Investor, which representations and warranties, excepting (c) below, shall be deemed to be repeated by Issuer on each day on which any amounts payable under the Debt Securities InstrumentSecurities, including interest, remain (i) unexchanged for shares of Issuer Common Stock hereunder, or (ii) unpaid and outstanding, that: (a) it is a corporation duly organized, validly existing, and in good standing under the Laws of the State of Nevada:Utah; (b) it has taken all requisite corporate and other action to authorize, and it has full corporate power and authority without any required further action, to (i) carry on its present business as current) currently conducted, (ii) own its properties and assets, (iii) execute, deliver, and perform all of its obligations under this Agreement, (iv) have borrowed and to repay with interest the indebtedness evidenced by the Debt Securities Instrument. Securities, and (v) issue and deliver to Investor or its designee any and all Exchange Shares potentially deliverable pursuant to this Agreement; (c) its capitalization as of the date of this Agreement includes (i) ___________ (_________) 900,000,000 shares of Issuer Common Stock authorized, of which ________________ (_________) 3 5 1 , 2 3 2 , 0 3 1 shares are issued and outstanding, and (ii) _____________ (_________) 6,200,000 shares of Issuer preferred stock, par value $0.00001 .0001 per share authorized, authorized of [Series A, B, C , D] B of which 5,00,000 are issued and outstanding, and _______________________ ( ) notes/debentures in the combined amount of______________ dollars ($ __________) that, in accordance with their terms, are "convertible" into capital stock of Issuer, issued and outstanding; (d) the Debt Securities Instrument constitutes constitute a legal, valid and binding, and past due obligation of Issuer, enforceable against Issuer i n in accordance with the terms thereof, subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors' ’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law), there is no dispute relating to the validity of such obligation, and any defenses to its validity have been waived in their entirety:; INITIALS | INITIALS 7 (e) the execution, delivery and performance of this Agreement, the payment of all amounts due under the Debt Securities Instrument by Issuer, and the consummation of the Transactions, do not and will not (i) violate any provision of its articles of incorporation or bylaws, (ii) conflict with or result in the breach of any material provision of, or give rise to a default under, any agreement with respect to indebtedness or of any other material agreement to which Issuer is a party or by which it or any of its properties or assets are bound bound, (iii) conflict with any Law, statute, rule or regulation or any Order Order, judgment or ruling of any court or other agency of government to which it is subject or any of its properties or assets may be bound or affected. , in each case except where such conflict would not have a Material Adverse Effect on Issuer Issuer, or (iv) result in the creation or imposition of any Lien, charge, mortgage, encumbrance or other security interest or any segregation of assets or revenues or other preferential arrangement ( (whether or not constituting a security interest) with respect to any present or future assets, revenues or rights to the receipt of income of Issuer;; INITIALS | INITIALS 8 (f) it is currently an SEC Reporting Company OTCQB Company. (g) it is not a Shell Company, and, if it ever was a Shell Company, it (i) has ceased to be a Shell Company, ; (ii) has filed all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the twelve (I 212) month period immediately preceding the date of this Agreement (or for such shorter period as it has been required to file such reports and materials), other than current reports on Form 8-K, and (iii) has filed Current Form I 0 10 Information with the SEC reflecting its status as an entity that is no longer a Shell Company, and at least one (1) year has elapsed since such Current Form I 0 10 Information was filed:; (h) the Issuer Common Stock currently trades publicly on o n the OTCQB market on O T C QB under the symbol ''AJAC" “VATS” and is not currently subject to any trading halts, suspensions, delistings or similar actions imposed by the SEC, FINRA, or any other regulatory or similar authorities and no members of its management or board of directors is aware or has any reason to be aware of any such threatened halts, suspensions, delistings or similar actions; (i) the Issuer Common Stock is currently DTC Eligible, Transfer Agent is participating in the OTC DTC FAST Program, and no OTC "DTC “chill" ” has been imposed upon the Issuer Common Stock:; (j) its management understands what a Gypsy Swap is and that such arrangements are deemed to constitute unlawful schemes to evade the registration requirements of the Securities Act, and has no knowledge of any such arrangements in connection with the Transactions; (k) there are no legal actions, suits, arbitration proceedings, investigations or other Proceedings pending or, to the reasonable knowledge of Issuer's ’s officers or directors, threatened against Issuer which, if resolved unfavorably would have a Material Adverse Effect on the financial condition of Issuer or the validity or enforceability of, or Issuer's ’s ability to perform its obligations under, the Debt Securities Instrument and/or this Agreement; and (l) all governmental and other consents, authorizations, approvals, licenses and orders that were required to have been obtained by Issuer with respect to the Debt Securities Instrument and/or its issuance were duly obtained and remain in full force and effect and all conditions of any such consents, Authorizations Authorizations, approvals, licenses and orders have been complied with.

Representations and Warranties of Issuer. Issuer hereby represents and warrants to Investor, which representations and warranties, excepting (c) below, shall be deemed to be repeated by Issuer on each day on which any amounts payable under the Debt Securities InstrumentSecurities, including interest, remain (i) unexchanged for shares of Issuer Common Stock hereunderhere under, or (ii) unpaid and outstanding, that: : (a) it It is a corporation duly organized, validly existing, and in good standing under the Laws of the State of Nevada: Delaware; (b) it It has taken all requisite corporate and other action to authorize, and it has full corporate power and authority without any required further action, to (i) carry on its present business as current) currently conducted, (ii) own its properties and assets, (iii) execute, deliver, and perform all of its obligations under this Agreement, (( iv) have borrowed and to repay with interest the indebtedness evidenced by the Debt Securities Instrument. Securities, and (v) issue and deliver to Investor or its designee any and all Exchange Shares potentially deliverable deliver able pursuant to this Agreement; ; (c) its Its capitalization as of the date of this Agreement includes (i) ___________ (_________) 20,000,000,000 shares of Issuer Common Stock authorized, of which ________________ (_________) 6,052,367,975 shares are issued and outstanding, and (ii) _____________ (_________) 500,000 shares of Issuer preferred stock, par value $0.00001 0.001 per share authorized, of [which 0 shares of Series A, 500,000 shares of Series B, C 19,738,643 shares of Series C, 0 shares of Series D] , and 22,155,729 shares of Series E are issued and outstanding, and _______________________ ( ) notes/6 notes / debentures in the combined amount of______________ dollars ($ __________) of $808,750.00 that, in accordance with their terms, are "“convertible" ” into capital stock of Issuer, issued and outstanding; ; (d) the The Debt Securities Instrument constitutes constitute a legal, valid and binding, and past due obligation of Issuer, enforceable against Issuer i n in accordance with the terms thereof, subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors' ’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law), there is no dispute relating to the validity of such obligation, and any defenses to its validity have been waived in their entirety: ; (e) the The execution, delivery and performance of this Agreement, the payment of all amounts due under the Debt Securities Instrument by Issuer, and the consummation of the Transactions, Transactions do not and will not (i) violate any provision of its articles of incorporation or bylawsby laws, (ii) conflict with or result in the breach of any material provision of, or give rise to a default under, any agreement with respect to indebtedness or of any other material agreement to which Issuer is a party or by which it or any of its properties or assets are bound bound, (iii) conflict with any Law, statute, rule or regulation or any Order Order, judgment or ruling of any court or other agency of government to which it is subject or any of its properties or assets may be maybe bound or affected. , in each case except where such conflict would not have a Material Adverse Effect on Issuer Issuer, or (iv) result in the creation or imposition of any Lien, charge, mortgage, encumbrance or other security interest or any segregation of assets or revenues or other preferential 9 Preferential arrangement ( (whether or not constituting a security interest) with respect to any present or future assetsas sets, revenues or rights to the receipt of income of Issuer; ; (f) it It is currently an SEC Reporting Company . Company. (g) it It is not a Shell Company, and, if it ever was a Shell Company, it (i) has ceased to be a Shell Company, ; (ii) has filed all reports and other materials required to be filed by Section 13 or 15(d13or15(d) of the Exchange Act, as applicable, during the twelve (I 212) month period immediately preceding the date of this t his Agreement (or for such shorter period as it has been required to file such reports and materials), other than current reports on Form 8-K, and (iiiiii ) has filed Current Form I 0 10 Information with the SEC reflecting its status as an entity that is no longer a Shell Company, and at least one (1) year has elapsed since such Current Form I 0 Form10 Information was filed: ; (h) the The Issuer Common Stock currently trades publicly in the OTC market on the OTCQB market on OTC Markets under the symbol ''AJAC" “MTVX” and is not currently subject to any trading halts, suspensions, delistings delisting or similar actions imposed by the OTC, the SEC, FINRA, or any other regulatory or similar authorities and no members of its management or board of directors is aware or has any reason to be aware of any such threatened halts, suspensions, delistings delisting or similar actions; ; (i) the The Issuer Common Stock is currently DTC Eligible, Transfer Agent is participating in the OTC DTC FAST Program, and no OTC "DTC “chill" ” has been imposed upon the Issuer Common Stock: ; (j) its It’s management understands what a Gypsy Swap is and that such arrangements are deemed to constitute unlawful schemes to evade the registration requirements of the Securities Act, and has no knowledge of any such arrangements in connection with the Transactions; ; (k) there There are no legal actions, suits, arbitration proceedings, investigations or other Proceedings pending Proceeding spending or, to the reasonable reason able knowledge of Issuer's ’ s officers or directorsdirectors , threatened against Issuer Issue which, if resolved unfavorably would have a Material Adverse Effect on the financial condition of Issuer or the validity or enforceability of, or Issuer's ’s ability to perform its obligations under, the Debt Securities Instrument and/or and /or this Agreement; and and (l) all All governmental and other consents, authorizationsauthorizations , approvals, licenses and orders that were required to have been obtained by Issuer with respect to the Debt Securities Instrument and/or and / or its issuance were duly obtained and remain in full force and effect and all conditions of any such consentsconsents ,Authorizations, Authorizations approvals, licenses and orders have order shave been complied with. 4.

Representations and Warranties of Issuer. Issuer hereby represents and warrants to Investor, which representations and warranties, excepting (c) below, shall be deemed to be repeated by Issuer on each day on which any amounts payable under the Debt Securities InstrumentSecurities, including interest, remain (i) unexchanged for shares of Issuer Common Stock hereunder, or (ii) unpaid and outstanding, that: (a) it is a corporation duly organized, validly existing, and in good standing under the Laws of the State of Nevada:Utah; (b) it has taken all requisite corporate and other action to authorize, and it has full corporate power and authority without any required further action, to (i) carry on its present business as current) currently conducted, (ii) own its properties and assets, (iii) execute, deliver, and perform all of its obligations under this Agreement, (iv) have borrowed and to repay with interest the indebtedness evidenced by the Debt Securities Instrument. Securities, and (v) issue and deliver to Investor or its designee any and all Exchange Shares potentially deliverable pursuant to this Agreementthe Note; (c) its capitalization as of the date of this Agreement includes (i) ___________ (_________) shares of Issuer Common Stock authorized, of which ________________ (_________) shares are issued and outstanding, and (ii) _____________ (_________) shares of Issuer preferred stock, par value $0.00001 per share authorized, of [Series A, B, C , D] are issued and outstanding, and _______________________ ( ) notes/debentures in the combined amount of______________ dollars ($ __________) that, in accordance with their terms, are "convertible" into capital stock of Issuer, issued and outstanding; (d) the Debt Securities Instrument Note constitutes a legal, valid and binding, and past due obligation of Issuer, enforceable against Issuer i n in accordance with the terms thereof, subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors' ’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law), there is no dispute relating to the validity of such obligation, and any defenses to its validity have been waived in their entirety:; (ed) the execution, delivery and performance of this Agreement, the payment of all amounts due under the Debt Securities Instrument Note by Issuer, and the consummation of the Transactions, do not and will not (i) violate any provision of its articles of incorporation or bylaws, (ii) conflict with or result in the breach of any material provision of, or give rise to a default under, any agreement with respect to indebtedness or of any other material agreement to which Issuer is a party or by which it or any of its properties or assets are bound bound, (iii) conflict with any Law, statute, rule or regulation or any Order Order, judgment or ruling of any court or other agency of government to which it is subject or any of its properties or assets may be bound or affected. , in each case except where such conflict would not have a Material Adverse Effect on Issuer Issuer, or (iv) result in the creation or imposition of any Lien, charge, mortgage, encumbrance or other security interest or any segregation of assets or revenues or other preferential arrangement ( (whether or not constituting a security interest) with respect to any present or future assets, revenues or rights to the receipt of income of Issuer; (fe) it is currently an SEC Reporting Company OTCQB. (gf) it is not a Shell Company, and, if it ever was a Shell Company, it (i) has ceased to be a Shell Company, ; (ii) has filed all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the twelve (I 212) month period immediately preceding the date of this Agreement (or for such shorter period as it has been required to file such reports and materials), other than current reports on Form 8-K, and (iii) has filed Current Form I 0 10 Information with the SEC reflecting its status as an entity that is no longer a Shell Company, and at least one (1) year has elapsed since such Current Form I 0 10 Information was filed:; (hg) the Issuer Common Stock currently trades publicly on the OTCQB market on OTC Pink under the symbol ''AJAC" “VATE” and is not currently subject to any trading halts, suspensions, delistings or similar actions imposed by the SEC, FINRA, or any other regulatory or similar authorities and no members of its management or board of directors is aware or has any reason to be aware of any such threatened halts, suspensions, delistings or similar actions; (ih) the Issuer Common Stock is currently DTC Eligible, Transfer Agent is participating in the OTC DTC FAST Program, and no OTC "DTC “chill" ” has been imposed upon the Issuer Common Stock:; (ji) its management understands what a Gypsy Swap is and that such arrangements are deemed to constitute unlawful schemes to evade the registration requirements of the Securities Act, and has no knowledge of any such arrangements in connection with the Transactions; (kj) there are no legal actions, suits, arbitration proceedings, investigations or other Proceedings pending or, to the reasonable knowledge of Issuer's ’s officers or directors, threatened against Issuer which, if resolved unfavorably would have a Material Adverse Effect on the financial condition of Issuer or the validity or enforceability of, or Issuer's ’s ability to perform its obligations under, the Debt Securities Instrument and/or this Agreement; and (lk) all governmental and other consents, authorizations, approvals, licenses and orders that were required to have been obtained by Issuer with respect to the Debt Securities Instrument and/or its issuance were duly obtained and remain in full force and effect and all conditions of any such consents, Authorizations Authorizations, approvals, licenses and orders have been complied with.

Representations and Warranties of Issuer. Issuer hereby represents and warrants to Investor, which representations and warranties, excepting (c) below, shall be deemed to be repeated by Issuer on each day on which any amounts payable under the Debt Securities InstrumentSecurities, including interest, remain (i) unexchanged for shares of Issuer Common Stock hereunderhere under, or (ii) unpaid and outstanding, that: (a) it It is a corporation duly organized, validly existing, and in good standing under the Laws of the State of Nevada:Delaware; (b) it It has taken all requisite corporate and other action to authorize, and it has full corporate power and authority without any required further action, to (i) carry on its present business as current) currently conducted, (ii) own its properties and assets, (iii) execute, deliver, and perform all of its obligations under this Agreement, (( iv) have borrowed and to repay with interest the indebtedness evidenced by the Debt Securities Instrument. Securities, and (v) issue and deliver to Investor or its designee any and all Exchange Shares potentially deliverable deliver able pursuant to this Agreement; (c) its Its capitalization as of the date of this Agreement includes (i) ___________ (_________) 20,000,000,000 shares of Issuer Common Stock authorized, of which ________________ (_________) 6,052,367,975 shares are issued and outstanding, and (ii) _____________ (_________) 500,000 shares of Issuer preferred stock, par value $0.00001 0.001 per share authorized, of [which 0 shares of Series A, 500,000 shares of Series B, C 19,738,643 shares of Series C, 0 shares of Series D] , and 22,155,729 shares of Series E are issued and outstanding, and _______________________ ( ) notes/6 notes / debentures in the combined amount of______________ dollars ($ __________) of $808,750.00 that, in accordance with their terms, are "“convertible" ” into capital stock of Issuer, issued and outstanding; (d) the The Debt Securities Instrument constitutes constitute a legal, valid and binding, and past due obligation of Issuer, enforceable against Issuer i n in accordance with the terms thereof, subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors' ’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law), there is no dispute relating to the validity of such obligation, and any defenses to its validity have been waived in their entirety:; (e) the The execution, delivery and performance of this Agreement, the payment of all amounts due under the Debt Securities Instrument by Issuer, and the consummation of the Transactions, Transactions do not and will not (i) violate any provision of its articles of incorporation or bylawsby laws, (ii) conflict with or result in the breach of any material provision of, or give rise to a default under, any agreement with respect to indebtedness or of any other material agreement to which Issuer is a party or by which it or any of its properties or assets are bound bound, (iii) conflict with any Law, statute, rule or regulation or any Order Order, judgment or ruling of any court or other agency of government to which it is subject or any of its properties or assets may be maybe bound or affected. , in each case except where such conflict would not have a Material Adverse Effect on Issuer Issuer, or (iv) result in the creation or imposition of any Lien, charge, mortgage, encumbrance or other security interest or any segregation of assets or revenues or other preferential Preferential arrangement ( (whether or not constituting a security interest) with respect to any present or future assetsas sets, revenues or rights to the receipt of income of Issuer; (f) it It is currently an SEC Reporting Company Company. (g) it It is not a Shell Company, and, if it ever was a Shell Company, it (i) has ceased to be a Shell Company, ; (ii) has filed all reports and other materials required to be filed by Section 13 or 15(d13or15(d) of the Exchange Act, as applicable, during the twelve (I 212) month period immediately preceding the date of this t his Agreement (or for such shorter period as it has been required to file such reports and materials), other than current reports on Form 8-K, and (iiiiii ) has filed Current Form I 0 10 Information with the SEC reflecting its status as an entity that is no longer a Shell Company, and at least one (1) year has elapsed since such Current Form I 0 Form10 Information was filed:; (h) the The Issuer Common Stock currently trades publicly in the OTC market on the OTCQB market on OTC Markets under the symbol ''AJAC" “MTVX” and is not currently subject to any trading halts, suspensions, delistings delisting or similar actions imposed by the OTC, the SEC, FINRA, or any other regulatory or similar authorities and no members of its management or board of directors is aware or has any reason to be aware of any such threatened halts, suspensions, delistings delisting or similar actions; (i) the The Issuer Common Stock is currently DTC Eligible, Transfer Agent is participating in the OTC DTC FAST Program, and no OTC "DTC “chill" ” has been imposed upon the Issuer Common Stock:; (j) its It’s management understands what a Gypsy Swap is and that such arrangements are deemed to constitute unlawful schemes to evade the registration requirements of the Securities Act, and has no knowledge of any such arrangements in connection with the Transactions; (k) there There are no legal actions, suits, arbitration proceedings, investigations or other Proceedings pending Proceeding spending or, to the reasonable reason able knowledge of Issuer's ’ s officers or directorsdirectors , threatened against Issuer Issue which, if resolved unfavorably would have a Material Adverse Effect on the financial condition of Issuer or the validity or enforceability of, or Issuer's ’s ability to perform its obligations under, the Debt Securities Instrument and/or and /or this Agreement; and (l) all All governmental and other consents, authorizationsauthorizations , approvals, licenses and orders that were required to have been obtained by Issuer with respect to the Debt Securities Instrument and/or and / or its issuance were duly obtained and remain in full force and effect and all conditions of any such consentsconsents ,Authorizations, Authorizations approvals, licenses and orders have order shave been complied with.