Common use of Capitalization; Ownership Clause in Contracts

Capitalization; Ownership. (a) As at the Closing Date, the issued capital stock of the Company consists of 477,914 shares, of which 65,693 B ordinary shares have been issued to Advantage Growth Fund, 35,490 ordinary shares have been issued to ▇▇. ▇▇▇▇ ▇▇▇▇▇▇, 153,000 ordinary shares have been issued to Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, 72,000 ordinary shares have been issued to ▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, 37,500 ordinary shares have been issued to ▇▇. ▇▇▇ ▇▇▇▇▇▇, 37,500 ordinary shares have been issued to ▇▇. ▇▇▇▇▇ ▇▇▇▇▇, 22,824 A ordinary shares have been issued to Mr. ▇▇▇▇▇ ▇▇▇▇▇▇, 22,118 A ordinary shares have been issued to ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 15,059 A ordinary shares have been issued to ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 3,530 A ordinary shares have been issued to Mr. ▇▇▇ ▇▇▇▇▇▇, 3,830 A ordinary shares have been issued to ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇, 1,980 A ordinary shares have been issued to ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇, 3,830 A ordinary shares have been issued to Mr. Phil Highett, 680 A ordinary shares have been issued to ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, 680 A ordinary shares have been issued to ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇, 400 A ordinary shares have been issued to Mr. ▇▇▇▇▇ ▇▇▇▇, 400 A ordinary shares have been issued to Mr. ▇▇▇▇▇ ▇▇▇▇, 400 A ordinary shares have been issued to ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, 400 A ordinary shares have been issued to ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇, 400 A ordinary shares have been issued to Ms. ▇▇▇▇▇ ▇▇▇▇▇▇ and 200 A ordinary shares have been issued to ▇▇. ▇▇ ▇▇▇▇. . All of the issued shares have been duly authorized and validly issued to the Sellers and are fully paid and non-assessable, have been issued in compliance with all applicable Law, including securities Laws, and was not issued in violation of or subject to any preemptive rights, put or call rights or obligations, rights of first refusal, anti-dilution rights or liquidation rights or other rights to subscribe for or purchase securities of the Company. Aside from the Equity Interest, there are no authorized, issued or outstanding shares of the Company. The Equity Interest comprise the whole of the issued ordinary share capital of the Company. The Sellers are the registered holders and beneficial owners of the Equity Interest. Upon the consummation of the Closing, 100% of the Common Stock of the Company will be issued and outstanding to the Purchaser. (b) The Equity Interest is not, and shall not be, encumbered by any Lien or other interests of any other third party whatsoever. The Sellers collectively are the recorded and beneficial owners of all of the Equity Interest, free and clear of any Lien and any other limitation or restriction (including without limitation, any restriction on the right to vote, sell or otherwise dispose of the Equity Interest), and will transfer and deliver to the Purchaser at the Closing valid title to the Equity Interest free and clear of any Lien and any such limitation or restriction. None of the Equity Interest have been transferred, sold, exchanged, assigned or given as a gift, granted as a security interest, pledged or encumbered, made part of any voting trust or other agreement or arrangement with respect to the transfer of voting rights therein. (c) There are no outstanding (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company; or (iii) options or other rights to acquire from the Company, pre-emptive rights, conversion rights, Liens or any other obligation of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company (collectively referred to as “Company Securities”). There is no option, right to acquire, pre-emptive rights, conversion rights, mortgage, charge, pledge, Lien or other form of security or any other agreement or commitment of any nature whatsoever, over or affecting the Equity Interest and there is no agreement or commitment to give or create any of the foregoing. There are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any Company Securities.