Common use of Capitalization of the Purchaser Clause in Contracts

Capitalization of the Purchaser. The authorized capital stock of the Purchaser 300,000,000 shares of Purchaser’s common stock, $.0001 par value (the “Common Stock”), with 166,535,100 shares of Common Stock currently issued and outstanding and such shares are duly authorized, validly issued, fully paid and non-assessable, and none of such shares have been issued in violation of the preemptive rights of any Person. The offer, issuance and sale of such shares of Purchaser’s Common Stock were (a) exempt from the registration and prospectus delivery requirements of the Securities Act, (b) registered or qualified (or were exempt from registration or qualification) under the registration or qualification requirements of all applicable state securities laws and (c) accomplished in conformity with all other applicable securities laws. None of such shares of Purchaser’s Common Stock are subject to a right of withdrawal or a right of rescission under any federal or state securities or “Blue Sky” law. The Purchaser has no outstanding options, rights or commitments to issue Purchaser’s Common Stock or other Equity Securities (as defined below) of the Purchaser, and there are no outstanding securities convertible or exercisable into or exchangeable for Purchaser’s Common Stock or other Equity Securities of the Purchaser. For purposes of this Agreement, “Equity Security” shall mean any stock or similar security of an issuer or any security (whether stock or Indebtedness for Borrowed Money (as defined below)) convertible, with or without consideration, into any stock or other equity security, or any security (whether stock or Indebtedness for Borrowed Money) carrying any warrant or right to subscribe to or purchase any stock or similar security, or any such warrant or right.

Capitalization of the Purchaser. On November 21, 2012, the Purchaser amended its articles of incorporation to effect a 1:200 reverse stock split (the “Reverse Split”) of its outstanding shares of common stock. The authorized capital stock of the Purchaser 300,000,000 500,000,000 shares of Purchaser’s common stock, $.0001 .00001 par value (the “Common Stock”), with 166,535,100 449,025 post Reverse Split shares of Common Stock currently issued and outstanding and such shares are duly authorized, validly issued, fully paid and non-assessable, and none of such shares have been issued in violation of the preemptive rights of any Person. The offer, issuance and sale of such shares of Purchaser’s Common Stock were (a) exempt from the registration and prospectus delivery requirements of the Securities Act, (b) registered or qualified (or were exempt from registration or qualification) under the registration or qualification requirements of all applicable state securities laws and (c) accomplished in conformity with all other applicable securities laws. None of such shares of Purchaser’s Common Stock are subject to a right of withdrawal or a right of rescission under any federal or state securities or “Blue Sky” law. The Purchaser has no outstanding options, rights or commitments to issue Purchaser’s Common Stock or other Equity Securities (as defined below) of the Purchaser, and there are no outstanding securities convertible or exercisable into or exchangeable for Purchaser’s Common Stock or other Equity Securities of the Purchaser. For purposes of this Agreement, “Equity Security” shall mean any stock or similar security of an issuer or any security (whether stock or Indebtedness for Borrowed Money (as defined below)) convertible, with or without consideration, into any stock or other equity security, or any security (whether stock or Indebtedness for Borrowed Money) carrying any warrant or right to subscribe to or purchase any stock or similar security, or any such warrant or right.

Capitalization of the Purchaser. The authorized capital stock of the Purchaser 300,000,000 750,000,000 shares of Purchaser’s common stock, $.0001 .001 par value (the “Common Stock”), with 166,535,100 4,249,350 shares of Common Stock currently issued and outstanding and such shares are duly authorized, validly issued, fully paid and non-assessable, and none of such shares have been issued in violation of the preemptive rights of any Person. The Purchaser intends to amend its articles of incorporation to effectuate a 3 for 1 forward stock split. The offer, issuance and sale of such shares of Purchaser’s Common Stock were (a) exempt from the registration and prospectus delivery requirements of the Securities Act, (b) registered or qualified (or were exempt from registration or qualification) under the registration or qualification requirements of all applicable state securities laws and (c) accomplished in conformity with all other applicable securities laws. None of such shares of Purchaser’s Common Stock are subject to a right of withdrawal or a right of rescission under any federal or state securities or “Blue Sky” law. The Purchaser has no outstanding options, rights or commitments to issue Purchaser’s Common Stock or other Equity Securities (as defined below) of the Purchaser, and there are no outstanding securities convertible or exercisable into or exchangeable for Purchaser’s Common Stock or other Equity Securities of the Purchaser. For purposes of this Agreement, “Equity Security” shall mean any stock or similar security of an issuer or any security (whether stock or Indebtedness for Borrowed Money (as defined below)) convertible, with or without consideration, into any stock or other equity security, or any security (whether stock or Indebtedness for Borrowed Money) carrying any warrant or right to subscribe to or purchase any stock or similar security, or any such warrant or right.