Common use of Title to Securities; Capitalization Clause in Contracts

Title to Securities; Capitalization. (a) The authorized capital stock of the Company consists of 500,000,000 shares of Common Stock and 50,000,000 shares of preferred stock. The shares of Common Stock are currently quoted on the OTC Markets and, to the knowledge of the Company, continues to meet the Standards for Continued Eligibility for OTCQB. As of the date of this Agreement, there are 72,465,503 shares of Common Stock issued and outstanding and 40,000,000 shares of Series A Preferred Stock issued and outstanding. All outstanding shares of Common Stock and Series A Preferred Stock are, and all shares of Series B Preferred Stock that may be issued as contemplated or permitted by this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to any pre-emptive rights. or any similar right under any provision of the relevant laws of the Nevada Revised Statutes, the Company’s Organizational Documents or any contract to which the Company is a party or by which the Company is bound.