Common use of Parent and Merger Sub Capital Structure Clause in Contracts

Parent and Merger Sub Capital Structure. (a) The authorized capital stock of Parent consists of 200,000,000 shares of Common Stock, $.001 par value per share, of which as of the date of this Agreement, there were 30,825,000 shares issued and outstanding, and 25,000,000 shares of Preferred Stock, $.001 par value per share, of which no shares are issued or outstanding as of the date of this Agreement. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights created by statute, the Articles of Incorporation or Bylaws of Parent or any agreement or document to which Parent is a party or by which it is bound. The authorized capital stock of Merger Sub consists of an unlimited number of LLC membership interests, one (1) of which, as of the date hereof, is issued and outstanding and is held by Parent. Merger Sub was formed on November 9, 2012, for the purpose of consummating a merger with a business, has no material assets or liabilities except as necessary for such purpose and has not, and prior to the Effective Time will not have, conducted any business except as necessary for such purpose.

Parent and Merger Sub Capital Structure. (a) The authorized capital stock of Parent consists of 200,000,000 350,000,000 shares of Common Stock, $.001 par value per share, of which as of the date of this Agreement, there were 30,825,000 87,650,000 shares issued and outstanding, and 25,000,000 shares of Preferred Stock, $.001 par value per share, of which no shares are issued or outstanding as of the date of this Agreement. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights created by statute, the Articles of Incorporation or Bylaws of Parent or any agreement or document to which Parent is a party or by which it is bound. The authorized capital stock of Merger Sub consists of an unlimited number 75,000,000 shares of LLC membership interestsCommon Stock, $.001 par value per share, one (1) share of which, as of the date hereof, is are issued and outstanding and is held by Parent. Merger Sub was shall formed no later than on November 927, 2012, for the purpose of consummating a merger with a businessthe Company, has and will have no material assets or liabilities except as necessary for such purpose and has not, and prior to the Effective Time will not have, conducted any business except as necessary for such purpose.

Parent and Merger Sub Capital Structure. (a) The authorized capital stock of Parent consists of 200,000,000 350,000,000 shares of Common Stock, $.001 par value per share, of which as of the date of this Agreement, there were 30,825,000 247,999,950 shares issued and outstanding, and 25,000,000 shares of Preferred Stock, $.001 par value per share, of which no shares are issued or outstanding as of the date of this Agreement. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights created by statute, the Articles of Incorporation or Bylaws of Parent or any agreement or document to which Parent is a party or by which it is bound. The authorized capital stock of Merger Sub consists of an unlimited number 75,000,000 shares of LLC membership interestsCommon Stock, $.001 par value per share, one (1) share of which, as of the date hereof, is are issued and outstanding and is held by Parent. Merger Sub was formed on November 9February 8, 2012, for the purpose of consummating a merger with a then as yet unidentified business, has no material assets or liabilities except as necessary for such purpose and has not, and prior to the Effective Time will not have, conducted any business except as necessary for such purpose.