Common use of Capitalization of Pubco Clause in Contracts

Capitalization of Pubco. The entire authorized capital stock and other equity securities of Pubco consists of 200,000,000 shares of common stock (the “Pubco Common Stock”), par value of $0.001 per share and 50,000,000 shares of preferred stock, par value of $0.001 per share. There are 7,669,521 shares of Pubco Common Stock issued and outstanding as of the date of this Agreement and no shares of preferred stock outstanding. All of the issued and outstanding shares of Pubco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. With the exception of the Pubco Warrants and the Convertible Notes as indicated on the Pubco Financial Statements (as defined below) there are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating Pubco to issue any additional shares of Pubco Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Pubco any shares of Pubco Common Stock. There are no agreements purporting to restrict the transfer of the shares of Pubco Common Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the Pubco Common Stock.

Capitalization of Pubco. The entire authorized capital stock and other equity securities of Pubco consists of 200,000,000 1,500,000,000 shares of common stock (the “Pubco Common Stock”), with a par value of $0.001 per share (the "Pubco Common Stock") and 50,000,000 no authorized shares of preferred stock. As of the date of this Agreement, par value of $0.001 per share. There there are 7,669,521 220,660,000 shares of Pubco Common Stock issued and outstanding post-Forward Split (as of the date of this Agreement and no shares of preferred stock outstandingdefined herein). All of the issued and outstanding shares of Pubco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. With the exception As of the Pubco Warrants and the Convertible Notes as indicated on the Pubco Financial Statements (as defined below) date of this Agreement there are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating Pubco to issue any additional shares of Pubco Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Pubco any shares of Pubco Common Stock. There are no agreements purporting to restrict the transfer of the shares of Pubco Common Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the Pubco Common Stock.

Capitalization of Pubco. The As of the date of this Agreement, the entire authorized capital stock and other equity securities of Pubco consists of 200,000,000 75,000,000 shares of common stock with a par value of $0.001 (the “Pubco Common Stock”). As of the date of this Agreement, par value of $0.001 per share and 50,000,000 shares of preferred stock, par value of $0.001 per share. There there are 7,669,521 55,154,748 shares of Pubco Common Stock issued and outstanding as of the date of this Agreement and no shares of preferred stock outstanding. All of the issued and outstanding shares of Pubco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. With Except as contemplated by this Agreement, including the exception of the Pubco Warrants Financing and the Convertible Notes as indicated on the Pubco Financial Statements (as defined below) Stock Split, there are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating Pubco to issue any additional shares of Pubco Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Pubco any shares of Pubco Common StockStock as of the date of this Agreement. There are no agreements purporting to restrict the transfer of the shares of Pubco Common Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the Pubco Common Stock.

Capitalization of Pubco. The entire authorized capital stock and other equity securities of Pubco consists of 200,000,000 shares of common stock with a par value of $0.001 (the “Pubco Common Stock”). After issuance of the Pubco Shares, par value of $0.001 per share and 50,000,000 shares of preferred stock, par value of $0.001 per share. There are 7,669,521 there will be 3,850,000 shares of Pubco Common Stock issued and outstanding as of the date of this Agreement and no shares of preferred stock outstanding. All of the issued and outstanding shares of Pubco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-pre- emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. With the exception of the Pubco Warrants and the Convertible Notes Except as indicated on the Pubco Financial Statements (as defined below) contemplated by this Agreement, there are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating Pubco to issue any additional shares of Pubco Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Pubco any shares of Pubco Common StockStock as of the date of this Agreement. There are no agreements purporting to restrict the transfer of the shares of Pubco Common Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the Pubco Common Stock.

Capitalization of Pubco. The entire authorized capital stock and other equity securities of Pubco consists of 200,000,000 100,000,000 shares of common stock with a par value of $0.0001 (the “Pubco Common Stock”), ) and 100,000,000 shares of preferred stock with a par value of $0.001 per share and 50,000,000 shares 0.0001. As of preferred stockthe date of this Agreement, par value of $0.001 per share. There there are 7,669,521 23,010,225 shares of Pubco Common Stock issued and outstanding as of the date of this Agreement and no shares of preferred stock outstanding. All of the issued and outstanding shares of Pubco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. With the exception of the Pubco Warrants and the Convertible Notes as indicated on the Pubco Financial Statements (as defined below) there There are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating Pubco to issue any additional shares of Pubco Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Pubco any shares of Pubco Common StockStock as of the date of this Agreement. There are no agreements purporting to restrict the transfer of the shares of Pubco Common Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the Pubco Common Stock.

Capitalization of Pubco. The entire authorized capital stock and other equity securities of Pubco consists of 200,000,000 75,000,000 shares of common stock (the “Pubco Common Stock”), with a par value of $0.001 per share and 50,000,000 shares (the "PUBCO COMMON STOCK"). As of preferred stockthe date of this Agreement, par value of $0.001 per share. There there are 7,669,521 5,355,000 shares of Pubco Common Stock issued and outstanding as of the date of this Agreement and no shares of preferred stock outstanding. All of the issued and outstanding shares of Pubco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. With the exception of the Pubco Warrants and the Convertible Notes Except as indicated on the Pubco Financial Statements (as defined below) contemplated by this Agreement, there are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating Pubco to issue any additional shares of Pubco Common Stock, other than a share exchange agreement to be entered into among Pubco and or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Pubco any shares of Pubco Common StockStock as of the date of this Agreement. There are no agreements purporting to restrict the transfer of the shares of Pubco Common Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the Pubco Common Stock.

Capitalization of Pubco. The entire authorized capital stock and other equity securities of Pubco consists of 200,000,000 377,000,000 shares of common stock with a par value of $0.001 (the “Pubco Common Stock”), ) and 10,000,000 shares of preferred stock with a par value of $0.001 per share and 50,000,000 shares (the “Preferred Stock”). As of preferred stockthe date of this Agreement, par value of $0.001 per share. There there are 7,669,521 69,707,300 shares of Pubco Common Stock issued and outstanding as of the date of this Agreement and no shares of preferred stock Preferred Stock issued and outstanding. All of the issued and outstanding shares of Pubco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. With the exception of the Pubco Warrants and the Convertible Notes Except as indicated on the Pubco Financial Statements (as defined below) contemplated by this Agreement, there are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating Pubco to issue any additional shares of Pubco Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Pubco any shares of Pubco Common StockStock as of the date of this Agreement. There are no agreements purporting to restrict the transfer of the shares of Pubco Common Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the Pubco Common Stock.

Capitalization of Pubco. The entire authorized capital stock and other equity securities of Pubco consists of 200,000,000 800,000,000 shares of common stock with a par value of $0.001 (the “Pubco Common Stock”), ) and 100,000,000 shares of preferred stock with a par value of $0.001 per share and 50,000,000 shares of preferred stock, par value of $0.001 per share(the “Pubco Preferred Stock”). There are 7,669,521 6,033,096 shares of Pubco Common Stock (after completion of the Stock Split) issued and outstanding and no shares of Pubco Preferred Stock issued and outstanding as of the date of this Agreement and no shares of preferred stock outstandingAgreement. All of the issued and outstanding shares of Pubco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. With the exception of the Pubco Warrants and the Convertible Notes as indicated on the Pubco Financial Statements (as defined below) there There are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating Pubco to issue any additional shares of Pubco Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Pubco any shares of Pubco Common Stock. There are no agreements purporting to restrict the transfer of the shares of Pubco Common Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the Pubco Common Stock.

Capitalization of Pubco. The entire authorized capital stock and other equity securities of Pubco consists of 200,000,000 125,000,000 shares of common stock (the “Pubco Common Stock”), with a par value of $0.001 per share (the "PUBCO COMMON STOCK") and 50,000,000 no authorized shares of preferred stock. As of the date of this Agreement, par value of $0.001 per share. There there are 7,669,521 10,000,000 shares of Pubco Common Stock issued and outstanding as of the date of this Agreement and no shares of preferred stock outstanding. All of the issued and outstanding shares of Pubco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. With the exception As of the Pubco Warrants and the Convertible Notes as indicated on the Pubco Financial Statements (as defined below) date of this Agreement there are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating Pubco to issue any additional shares of Pubco Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Pubco any shares of Pubco Common Stock. There are no agreements purporting to restrict the transfer of the shares of Pubco Common Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the Pubco Common Stock.

Capitalization of Pubco. The entire authorized capital stock and other equity securities of Pubco consists of 200,000,000 75,000,000 shares of common stock (the “Pubco Common Stock”), with a par value of $0.001 per share and 50,000,000 shares (the "PUBCO COMMON STOCK"). As of preferred stockthe Closing Date, par value of $0.001 per share. There there are 7,669,521 to be 48,200,000 shares of Pubco Common Stock issued and outstanding as of outstanding, after giving effect to the date of this Agreement Share Split and no shares of preferred stock outstandingthe share cancelation required herein. All of the issued and outstanding shares of Pubco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. With the exception of the Pubco Warrants and the Convertible Notes as indicated on the Pubco Financial Statements (as defined below) there There are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating Pubco to issue any additional shares of Pubco Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Pubco any shares of Pubco Common StockStock as of the date of this Agreement. There are no agreements purporting to restrict the transfer of the shares of Pubco Common Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the Pubco Common Stock.

Capitalization of Pubco. The entire authorized capital stock and other equity securities of Pubco consists of 200,000,000 750,000,000 shares of common stock (the “Pubco Common Stock”), with a par value of $0.001 per share and 50,000,000 shares (the "PUBCO COMMON STOCK"). As of preferred stockthe date of this Agreement, par value of $0.001 per share. There there are 7,669,521 60,000,000 shares of Pubco Common Stock issued and outstanding as of the date of this Agreement and no shares of preferred stock outstanding. All of the issued and outstanding shares of Pubco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. With the exception of the Pubco Warrants and the Convertible Notes Except as indicated on the Pubco Financial Statements (as defined below) contemplated by this Agreement, there are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating Pubco to issue any additional shares of Pubco Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Pubco any shares of Pubco Common StockStock as of the date of this Agreement. There are no agreements purporting to restrict the transfer of the shares of Pubco Common Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the Pubco Common Stock.

Capitalization of Pubco. The entire authorized capital stock and other equity securities of Pubco consists of 200,000,000 100,000,000 shares of common stock with a par value of US$0.001 (the “Pubco Common Stock”). As of the date of this Agreement, par value of $0.001 per share and 50,000,000 shares of preferred stock, par value of $0.001 per share. There there are 7,669,521 46,816,665 shares of Pubco Common Stock issued and outstanding as of the date of this Agreement and no shares of preferred stock outstanding. All of the issued and outstanding shares of Pubco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. With the exception of the Pubco Warrants and the Convertible Notes Except as indicated on the Pubco Financial Statements (as defined below) contemplated by this Agreement, there are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating Pubco to issue any additional shares of Pubco Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Pubco any shares of Pubco Common StockStock as of the date of this Agreement. There are no agreements purporting to restrict the transfer of the shares of Pubco Common Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the Pubco Common Stock.

Capitalization of Pubco. The entire authorized capital stock and other equity securities of Pubco consists of 200,000,000 50,000,000 shares of common stock with a par value of $0.001 (the “Pubco Common Stock”), however Pubco will undertake to increase the authorized capital stock to 500,000,000 common shares with par value of $0.001 per share and 50,000,000 100,000,000 preferred shares of preferred stock, with a par value of $0.001 per share. There are 7,669,521 shares of Pubco Common Stock issued and outstanding as of the date of this Agreement and no shares of preferred stock outstanding0.001. All of the issued and outstanding shares of Pubco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. With the exception of the Pubco Warrants and the Convertible Notes as indicated on the Pubco Financial Statements (as defined below) there There are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating Pubco to issue any additional shares of Pubco Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Pubco any shares of Pubco Common StockStock as of the date of this Agreement. There are no agreements purporting to restrict the transfer of the shares of Pubco Common Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the Pubco Common Stock.

Capitalization of Pubco. The entire authorized capital stock and other equity securities of Pubco consists consist of 200,000,000 750,000,000 shares of common stock with a par value of $0.001 (the “Pubco Common Stock”). As of the date of this Agreement, par value of $0.001 per share and 50,000,000 shares of preferred stock, par value of $0.001 per share. There there are 7,669,521 51,250,000 shares of Pubco Common Stock issued and outstanding. On the Closing Date, Pubco will have issued and outstanding as no more than 51,250,000 shares of Pubco Common Stock immediately prior to the issuance of the date of Pubco Shares as contemplated by this Agreement and no shares of preferred stock outstandingAgreement. All of the issued and outstanding shares of Pubco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. With the exception of the Pubco Warrants and the Convertible Notes as indicated on the Pubco Financial Statements (as defined below) there There are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating Pubco to issue any additional shares of Pubco Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Pubco any shares of Pubco Common StockStock as of the date of this Agreement. There are no agreements purporting to restrict the transfer of the shares of Pubco Common Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the Pubco Common StockStock other than those shares held by affiliates of Pubco.

Capitalization of Pubco. The entire authorized capital stock and other equity securities of Pubco consists of 200,000,000 180,000,000 shares of common stock with a par value of $0.00001 (the “Pubco Common Stock”), ) and 20,000,000 shares of preferred stock with a par value of $0.001 per share and 50,000,000 shares 0.00001. As of preferred stockthe date of this Agreement, par value of $0.001 per share. There there are 7,669,521 39,743,000 shares of Pubco Common Stock issued and outstanding as of the date of this Agreement and no shares of preferred stock issued and outstanding. All of the issued and outstanding shares of Pubco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. With the exception of the Pubco Warrants and the Convertible Notes as indicated on the Pubco Financial Statements (as defined below) there There are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating Pubco to issue any additional shares of Pubco Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Pubco any shares of Pubco Common StockStock as of the date of this Agreement. There are no agreements purporting to restrict the transfer of the shares of Pubco Common Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the Pubco Common Stock.

Capitalization of Pubco. The entire authorized capital stock and other equity securities of Pubco consists of 200,000,000 75,000,000 shares of common stock with a par value of $0.001 (the “Pubco Common Stock”). As of the date of this Agreement, par value of $0.001 per share and 50,000,000 shares of preferred stock, par value of $0.001 per share. There there are 7,669,521 15,495,480 shares of Pubco Common Stock issued and outstanding as of the date of this Agreement and no shares of preferred stock outstanding. All of the issued and outstanding shares of Pubco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. With the exception of Except as disclosed in the Pubco Warrants and the Convertible Notes as indicated on the Pubco Financial Statements SEC Documents (as defined below) hereinafter defined), there are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating Pubco to issue any additional shares of Pubco Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Pubco any shares of Pubco Common StockStock as of the date of this Agreement. There are no agreements purporting to restrict the transfer of the shares of Pubco Common Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the Pubco Common Stock.

Capitalization of Pubco. The entire authorized capital stock and other equity securities of Pubco consists of 200,000,000 5,200,000,000 shares of common stock with a par value of $0.001 (the “Pubco Common Stock”). As of the date of this Agreement, par value of $0.001 per share and 50,000,000 shares of preferred stock, par value of $0.001 per share. There there are 7,669,521 5,168,000,000 shares of Pubco Common Stock issued and outstanding as of the date of this Agreement and no shares of preferred stock outstanding. All of the issued and outstanding shares of Pubco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. With the exception of the Pubco Warrants and the Convertible Notes Except as indicated on the Pubco Financial Statements (as defined below) contemplated by this Agreement, there are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating Pubco to issue any additional shares of Pubco Common Stock, other than a share exchange agreement to be entered into among Pubco and or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Pubco any shares of Pubco Common StockStock as of the date of this Agreement. There are no agreements purporting to restrict the transfer of the shares of Pubco Common Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the Pubco Common Stock.

Capitalization of Pubco. The entire authorized capital stock and other equity securities of Pubco consists consist of 200,000,000 900,000,000, shares of common stock with a par value of $0.00001 (the “Pubco Common Stock”), par value of $0.001 per share ) and 50,000,000 100,000,000 shares of preferred stockstock authorized, par value with none issued and outstanding. As of $0.001 per share. There the date of this Agreement, there are 7,669,521 18,081,000 shares of Pubco Common Stock issued and outstanding as of the date of this Agreement and no shares of preferred stock outstanding. All of the issued and outstanding shares of Pubco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. With the exception of the Pubco Warrants and the Convertible Notes as indicated on the Pubco Financial Statements (as defined below) there There are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating Pubco to issue any additional shares of Pubco Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Pubco any shares of Pubco Common StockStock as of the date of this Agreement. There are no agreements purporting to restrict the transfer of the shares of Pubco Common Stock, no voting agreements, voting trusts, trusts or other arrangements restricting or affecting the voting of the Pubco Common Stock.

Capitalization of Pubco. The entire authorized capital stock and other equity securities of Pubco consists consist of 200,000,000 400,000,000, shares of common stock with a par value of $0.00001 (the “Pubco Common Stock”), par value of $0.001 per share ) and 50,000,000 100,000,000 shares of preferred stockstock authorized, par value with none issued and outstanding. As of $0.001 per share. There the date of this Agreement, there are 7,669,521 162,729,000 shares of Pubco Common Stock issued and outstanding as of the date of this Agreement and no shares of preferred stock outstanding. All of the issued and outstanding shares of Pubco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. With the exception of the Pubco Warrants and the Convertible Notes as indicated on the Pubco Financial Statements (as defined below) there There are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating Pubco to issue any additional shares of Pubco Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Pubco any shares of Pubco Common StockStock as of the date of this Agreement. There are no agreements purporting to restrict the transfer of the shares of Pubco Common Stock, no voting agreements, voting trusts, trusts or other arrangements restricting or affecting the voting of the Pubco Common Stock.

Capitalization of Pubco. The entire authorized capital stock and other equity securities of Pubco consists of 200,000,000 75,000,000 shares of common stock with a par value of $0.001 (the “Pubco Common Stock”), par value of $0.001 per share ) and 50,000,000 no authorized shares of preferred stock. As of the date of this Agreement, par value of $0.001 per share. There there are 7,669,521 15,592,000 shares of Pubco Common Stock issued and outstanding as of the date of this Agreement and no shares of preferred stock outstanding. All of the issued and outstanding shares of Pubco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. With the exception As of the Pubco Warrants and the Convertible Notes as indicated on the Pubco Financial Statements (as defined below) date of this Agreement there are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating Pubco to issue any additional shares of Pubco Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Pubco any shares of Pubco Common Stock. There are no agreements purporting to restrict the transfer of the shares of Pubco Common Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the Pubco Common Stock.

Capitalization of Pubco. The entire authorized capital stock and other equity securities of Pubco consists of 200,000,000 125,000,000 shares of common stock with a par value of $0.001 (the “Pubco Common Stock”), par value of $0.001 per share ) and 50,000,000 no authorized shares of preferred stock. As of the date of this Agreement, par value of $0.001 per share. There there are 7,669,521 10,000,000 shares of Pubco Common Stock issued and outstanding as of the date of this Agreement and no shares of preferred stock outstanding. All of the issued and outstanding shares of Pubco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. With the exception As of the Pubco Warrants and the Convertible Notes as indicated on the Pubco Financial Statements (as defined below) date of this Agreement there are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating Pubco to issue any additional shares of Pubco Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Pubco any shares of Pubco Common Stock. There are no agreements purporting to restrict the transfer of the shares of Pubco Common Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the Pubco Common Stock.

Capitalization of Pubco. The entire authorized capital stock and other equity securities of Pubco consists of 200,000,000 300,000,000 shares of common stock with a par value of $0.001 (the “Pubco Common Stock”)) and As of the date of this Agreement, par value of $0.001 per share and 50,000,000 shares of preferred stock, par value of $0.001 per share. There there are 7,669,521 3,575,000 shares of Pubco Common Stock issued and outstanding as of the date of this Agreement and no shares of preferred stock outstanding. All of the issued and outstanding shares of Pubco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. With the exception of the Pubco Warrants and the Convertible Notes as indicated on the Pubco Financial Statements (as defined below) there There are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating Pubco to issue any additional shares of Pubco Common Stock or Pubco Preferred Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Pubco any shares of Pubco Common StockStock or Pubco Preferred Stock as of the date of this Agreement, notwithstanding the private placement agreement referenced in below subsection 6.13. There are no agreements purporting to restrict the transfer of the shares of Pubco Common Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the Pubco Common Stock.

Capitalization of Pubco. The entire authorized capital stock and other equity securities of Pubco consists of 200,000,000 shares of common stock with a par value of $0.0001 (the “Pubco Common Stock”), ) and 10,000,000 shares of preferred stock with a par value of $0.001 per share and 50,000,000 shares 0.0001 (the “Pubco Preferred Stock”). As of preferred stockthe date of this Agreement, par value of $0.001 per share. There there are 7,669,521 161,124,318 shares of Pubco Common Stock issued and outstanding as of the date of this Agreement and no shares share of preferred stock Pubco Preferred Stock outstanding. All of the issued and outstanding shares of Pubco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. With the exception As of the Pubco Warrants date of this Agreement and the Convertible Notes except as indicated on the Pubco Financial Statements (as defined below) contemplated by this Agreement there are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating Pubco to issue any additional shares of Pubco Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Pubco any shares of Pubco Common Stock. There are no agreements purporting to restrict the transfer of the shares of Pubco Common Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the Pubco Common Stock.

Capitalization of Pubco. The entire authorized capital stock and other equity securities of Pubco consists consist of 200,000,000 12,000,000,000, shares of common stock with a par value of $0.00001 (the “Pubco Common Stock”), par value of $0.001 per share ) and 50,000,000 100,000,000 shares of preferred stockstock authorized, par value with none issued and outstanding. As of $0.001 per share. There the date of this Agreement, there are 7,669,521 720,720,000 shares of Pubco Common Stock issued and outstanding as of the date of this Agreement and no shares of preferred stock outstanding. All of the issued and outstanding shares of Pubco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. With the exception of the Pubco Warrants and the Convertible Notes as indicated on the Pubco Financial Statements (as defined below) there There are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating Pubco to issue any additional shares of Pubco Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Pubco any shares of Pubco Common StockStock as of the date of this Agreement. There are no agreements purporting to restrict the transfer of the shares of Pubco Common Stock, no voting agreements, voting trusts, trusts or other arrangements restricting or affecting the voting of the Pubco Common Stock.