Representations of the Purchaser Regarding the Common Shares Issued as the Purchase Price. The Purchaser represents that it is a United States Nevada corporation and that it is validly formed and operating under the laws of the State of Nevada. Purchaser represents that its current number of authorized shares are six hundred and ninety nine million, nine hundred and ninety nine thousand, nine hundred and ninety nine (699,999,999). Purchaser represents that as of the Closing Date there are three hundred thousand- (300,000,000) shares issued and outstanding prior to the issuance of 100,000,000 shares to seller and shareholder. The Purchaser represents that the Shares of common stock payable hereunder have been duly authorized and, when conveyed by the Purchaser to the Seller and the Shareholder at the Closing, all in accordance with the terms of the Agreement, will be duly and validly issued, fully paid, and non-assessable, free and clear of all liens, except for restrictions on transfer imposed by federal and state securities laws discussed below. The Purchaser represents that none of the shares of common stock issued to the Seller and Shareholder pursuant to this Agreement, have been registered in a registration statement made effective by the Commission. Further, none of the subject common stock issued as consideration herein has been qualified under any State Securities Laws. As such, the common stock issued herein as consideration by the Purchaser to the Seller are “Restricted Shares” as that term is defined by Rule 144 under the Securities and Exchange Act of 1933. As such, the Restricted Securities may not be resold or transferred unless the Purchaser files an registration statement with the Commission that the Commission makes effective, or receives an opinion of counsel acceptable to the Purchaser that such resale or transfer is exempt from the registration requirements of the Act. The Purchaser represents that it is a “Reporting Company” under the 1934 Securities and Exchange Act, and is responsible for filing current and periodic reports to the Commission consistent with the 1934 Act. Purchaser represents that it is currently delinquent in its filing status with the Commission, and has not filed all of the reports it is legally required to be filed under the 0000 Xxx. Thus, the Purchaser cannot represent to the Seller or the Shareholder with any certainty if or when it may cure its delinquent reporting status with the Commission, and that should it not cure the delinquency, the Commission may choose to terminate Purchaser’s registration...
